Intel 2005 Annual Report Download - page 108

necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by the Shelf Registration Statement;
provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to
take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject;
(vi) prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its commercially
reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection
with such Notice Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and
do any and all other reasonable acts or things necessary or advisable to enable the disposition in such jurisdictions within the United States of
such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; provided that the Company
will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject;
(vii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement or any post-effective amendment thereto, and to lift any suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date;
(viii) upon reasonable written notice in connection with any disposition of Securities, for a reasonable period prior to the filing of the
Shelf Registration Statement and throughout any portion of the Effective Period that is not a Deferral Period, (i) make reasonably available
for inspection by a representative of, and Special Counsel acting for, the Majority Holders of the Securities being sold, all relevant financial
and other records, pertinent corporate documents and properties of the Company and its Subsidiaries and (ii) use its commercially reasonable
efforts to have its officers, employees, accountants and counsel make available all relevant information reasonably requested by such
representative, Special Counsel, in each case as is customary for the Company in its past practice to provide to underwriters or initial
purchasers for similar “due diligence” examinations in connection with the offering of securities by the Company; provided, however , that
the Company may require any such person to enter into a non-disclosure agreement in form and substance acceptable to the Company with
respect to any confidential information that may be provided to any such person;
(ix) if reasonably requested in writing by the Initial Purchaser or any Notice Holder, incorporate in a Prospectus supplement or post-
effective amendment to the Shelf Registration Statement such information as the Initial Purchaser or such Notice Holder shall, on the basis of
a written opinion of
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