Intel 2005 Annual Report Download - page 159

In connection with any transfer of this Security occurring prior to the date which is the earlier of (i) the date of the declaration by the Commission
of the effectiveness of a registration statement under the Securities Act, as amended (the “ Securities Act ”), covering resales of this Security (which
effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) the second anniversary of the Issue Date set forth on the
face of this Security, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and
that this Security is being transferred:
[ Check One ]
Unless one of the above boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any
Person other than the registered Holder thereof, provided that if box (3) is checked, the Company may require (and shall deliver to the Trustee and the
Security Registrar), prior to registering any such transfer of the Securities, in its sole discretion, such legal opinions, certifications and other
information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or Security Registrar shall not be obligated to register this Security in the name of any Person
other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 3.09 of the Indenture
shall have been satisfied.
Date: Signed:
31
(1)
3
to the Company or a subsidiary thereof; or
(2)
3
to a
“
Qualified Institutional Buyer
”
pursuant to and in compliance with Rule 144A under the Securities Act; or
(3)
3
pursuant to the exemption from registration provided by Rule 144 under the Securities Act.