Intel 2005 Annual Report Download - page 155

Payment of Redemption Price, Repurchase Price and Fundamental Change Repurchase Price . If cash or, if permitted under the Indenture,
Common Stock, Acquiror Securities or any combination of the foregoing, sufficient to pay the Redemption Price or Fundamental Change Repurchase
Price, as the case may be, of all Securities or portions thereof to be redeemed or repurchased on a Redemption Date or on a Fundamental Change
Repurchase Date, as the case may be, is deposited with the Paying Agent on the Redemption Date or the Fundamental Change Repurchase Date, as the
case may be, such Securities will cease to be outstanding and Interest will cease to accrue on such Securities (or portions thereof) immediately after
such Redemption Date or Fundamental Change Repurchase Date, as the case may be, and the Holder thereof shall have no other rights as such (other
than the right to receive the Redemption Price or Fundamental Change Repurchase Price, as the case may be, upon surrender of such Security).
Conversion . A Holder may convert each of its Securities into shares of the Company’s common stock at an initial conversion rate of 31.7162
shares per $1,000 Principal Amount of Securities (the “ Conversion Rate ”), at any time prior to the close of business on December 14, 2035;
provided
, that the Company may elect to deliver cash equal to (i) the average of the Last Reported Sale Price for the Company’s Common Stock for
the five consecutive Trading Days immediately following the date on which the Company gives notice of such election or, if the Company has
delivered a notice of redemption, the Conversion Date, multiplied by (ii) the number of shares of Common Stock issuable upon conversion of such
Securities on the Conversion Date. The Conversion Rate in effect at any given time is subject to adjustment as provided in the Indenture. A Holder
may convert fewer than all of such Holder’s Securities so long as the Securities converted are an integral multiple of $1,000 principal amount. Except
as otherwise provided in the Indenture, Holders will not receive any cash payment representing accrued and unpaid Interest upon conversion of a
Security. Accrued and unpaid Interest will be deemed paid in full rather than canceled, extinguished or forfeited.
In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in
part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with
the rules and procedures of the Depositary.
Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities
Exchange Act of 1934, as amended, upon the request of a Holder of a Restricted Security, the Company will promptly furnish or cause to be furnished
Rule 144A Information (as defined below) to such Holder of Restricted Securities, or to a prospective purchaser of any such security designated by any
such Holder, to the
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