Intel 2005 Annual Report Download - page 142

Stock receive only cash in such Make-Whole Fundamental Change, the cash amount paid per share of Common Stock and (ii) if holders of Common
Stock receive any consideration other than cash in such Make-Whole Fundamental Change, the average of the Last Reported Sales Price of the
Common Stock over the five Trading Days ending on the Trading Date preceding the effective date of such Make-Whole Fundamental Change.
“ Stock Transfer Agent ” means Computershare Limited or such other Person as may be designated by the Company as the transfer agent for the
Common Stock.
“ Subsidiary ”
means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock
which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.
“ Surviving Entity ” has the meaning specified in Section 11.01.
“ Tax Triggering Event ” means the enactment of U.S. federal legislation, promulgation of Treasury regulations, issuance of a published ruling,
notice, announcement or equivalent form of guidance by the Treasury or the Internal Revenue Service, or the issuance of a judicial decision if the
Company determines, or receives an opinion of its outside counsel to the effect that, any such authority will have the effect of lowering the comparable
yield or delaying or otherwise limiting the current deductibility of interest or original issue discount with respect to the Securities, provided that the
Company determines that such reduction, delay, or limit is material.
“ Termination of Trading ” means that the Company’s Common Stock or other common stock into which the Securities are convertible is neither
listed for trading on a United States national securities exchange nor approved for listing on The NASDAQ National Market or any similar United
States system of automated dissemination of quotations of securities prices.
“ Trading Day ” means (i) if the applicable security is quoted on The Nasdaq National Market or Nasdaq SmallCap Market, a day on which trades
may be made on thereon, (ii) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another United States
national security exchange, a day on which the New York Stock Exchange or such other national security exchange is open for business or (iii) if the
applicable security is not so listed, admitted for trading or quoted, any Business Day.
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