Intel 2005 Annual Report Download - page 105

effectiveness of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the performance by the Company of its obligations set
forth in Section 2(c) hereof within the time periods required therein (in the case of clause (ii) above), (3) upon the effectiveness of the Shelf
Registration Statement which had ceased to remain effective (in the case of clause (iii) above), (4) upon the termination of the Deferral Period that
caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (iv) above),
(5) upon the termination of transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision or
(6) after the end of the Effective Period, Additional Interest on the Debentures as a result of such clause, as the case may be, shall cease to accrue.
Additional Interest on the Debentures, if any, will be payable in arrears and will be payable in cash on June 15 and December 15 of each year
to holders of record of outstanding Debentures that are Registrable Securities at the close of business on June 1 or December 1, as the case may
be, immediately preceding the relevant interest payment date, provided that in the case of an event of the type described in clause (ii) above, such
Additional Interest shall be paid only to the Holders that have delivered Notice and Questionnaires that caused the Company to incur the
obligations set forth in Section 2(c), the non-performance of which is the basis of such Registration Default; provided further that Additional
Interest shall not accrue with respect to any Debentures or portion thereof called for redemption on a redemption date or converted into Shares on
a conversion date prior to the Registration Default. Following the cure of all Registration Defaults requiring the payment of Additional Interest to
the Holders of Debentures that are Registrable Securities pursuant to this Section, the accrual of Additional Interest will cease (without in any way
limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest). Additional Interest on the Debentures, if
any, will accrue from and including the date on which any Registration Default occurs to but excluding the date on which all Registration Defaults
have been cured. If a Holder exchanges some or all of the Securities into shares of Common Stock, the Holder will not be entitled to receive
Additional Interest on such shares of Common Stock.
The Company shall notify the Trustee immediately upon the occurrence of each and every Registration Default. The Trustee shall be entitled,
on behalf of Holders of Securities, to enforce this Agreement and specifically, the requirement that the Company pay Additional Interest if any
becomes due. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this
Agreement with respect to which additional monetary amounts are expressly provided shall be as set forth in this Section 2(d). Nothing shall
preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect
to this Agreement.
3. Registration Procedures .
The following provisions shall apply to the Shelf Registration Statement filed pursuant to Section 2:
(a) The Company shall:
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