Intel 2005 Annual Report Download - page 112

(j) The Company shall take all necessary, reasonable and lawful actions (including those reasonably requested by the Majority Holders of the
Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities.
4. Holders’ Obligations .
Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such
Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such
Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and
any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf
Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities
pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following
termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable
Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder’s
Registrable Securities were so sold.
5. Registration Expenses .
The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company’s
performance of or compliance with this Agreement, including, but not limited to, (a) all Commission and any NASD registration and filing fees and
expenses, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and Blue Sky
laws referred to in Section 3(a)(v) hereof, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shelf Registration
Statement, the related Prospectus, each amendment or supplement to each of the foregoing, the certificates representing the Securities and all other
documents relating hereto, (d) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including
the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance) and (e) reasonable fees,
disbursements and expenses of one counsel for the Holders of Registrable Securities retained in connection with the Shelf Registration Statement (not
to exceed $30,000), as selected by the Company (unless reasonably objected to by the Majority Holders of the Registrable Securities being registered,
in which case the Company shall select another counsel reasonably acceptable to the Holders) (“ Special Counsel ”), and fees, expenses and
disbursements of any other Persons, including special experts, retained by the Company in connection with such registration (collectively, the “
Registration Expenses ”). To the extent that any Registration Expenses are properly incurred, assumed or paid by any Holder of Registrable
Securities or any underwriter or placement agent therefor, the Company shall reimburse such Person for the full
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