Intel 2005 Annual Report Download - page 110

statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development or business
reason that, in the sole discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the
related Prospectus, including, without limitation, the acquisition or divestiture of assets, pending corporate developments, public filings with the
Commission and similar events, the Company will:
(i) in the case of clause (B) above, subject to the paragraph below, as promptly as practicable prepare and file a post-effective
amendment to such Shelf Registration Statement, Prospectus or a supplement to the related Prospectus or any document incorporated therein
by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and
Prospectus so that such Shelf Registration Statement and Prospectus does not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus in the
light of the circumstances under which they were made); and
(ii) give notice to the Notice Holders that the availability of the Shelf Registration Statement is suspended (a “ Deferral Notice ”).
The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause
(A) above, as promptly as reasonably practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public
disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable
burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as, in the sole discretion of the Company, such
suspension is no longer appropriate; provided that the period during which the availability of the Shelf Registration Statement and any Prospectus
is suspended (the “ Deferral Period ”), without the Company incurring any obligation to pay Additional Interest pursuant to Section 2(d), shall
not exceed one 120 days in the aggregate in any 12-month period.
(c) Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith
discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities
pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or
supplemented Prospectus and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies,
other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Registrable Securities at the time of receipt of
such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration
may continue.
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