Intel 2005 Annual Report Download - page 171

(i) the Security Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided
for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has
otherwise advised the Company and the Security Registrar in writing, that it is purchasing the Security for its own account or an account with
respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has
requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration provided by Rule 144A; and
(ii) if the proposed transferee is an Agent Member, and the Securities to be transferred consist of Physical Securities which after transfer are to
be evidenced by an interest in the Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depositary’
s
and the Security Registrar’s procedures, the Security Registrar shall reflect on its books and records the date and an increase in the Principal
Amount of the Global Security in an amount equal to the Principal Amount of the Physical Securities to be transferred, and the Trustee shall
cancel the Physical Securities so transferred.
(b) Private Placement Legend. Upon the registration of transfer, exchange or replacement of Securities not bearing the legends required by
Sections 2.02 and 2.05, the Security Registrar shall deliver Securities that do not bear such legends. Except in the case of a registration of transfer,
exchange or replacement contemplated by the Registration Rights Agreement, upon the registration of transfer, exchange or replacement of Securities
bearing the legends required by Sections 2.02 and 2.05, the Security Registrar shall deliver only Securities that bear such legends unless there is
delivered to the Security Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.
(c) General . By its acceptance of any Security bearing the legends required by Sections 2.02 and 2.05, each Holder of such a Security
acknowledges the restrictions on transfer of such Security set forth in this Indenture and in such legends and agrees that it will transfer such Security
only as provided in this Indenture.
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