Intel 2005 Annual Report Download - page 196

Repurchase Date, appropriately adjusted to take into account the occurrence, during the period commencing on the first of the Trading Days during the
five Trading Day period and ending on the Fundamental Change Repurchase Date, of any event described in Section 9.03. The Company shall
designate, in the Fundamental Change Company Notice delivered pursuant to Section 8.01(b) above, whether it will repurchase the Securities for cash,
shares of Common Stock or Acquiror Securities or, if a combination thereof, the percentages of the Fundamental Change Repurchase Price in respect
of which it will pay cash, shares of Common Stock and Acquiror Securities; provided that the Company will pay cash for fractional interests in shares
of Common Stock and Acquiror Securities. For purposes of determining the existence of potential fractional interests, all Securities subject to
repurchase by the Company held by a Holder shall be considered together (no matter how many separate certificates are to be presented). Each Holder
whose Securities are repurchased pursuant to this Section 8.01 shall receive the same percentages of cash, shares of Common Stock and Acquiror
Securities in payment of the Fundamental Change Repurchase Price for such Securities, except with regard to the payment of cash in lieu of fractional
shares of Common Stock or Acquiror Securities. The Company may not change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its Fundamental Change Company Notice to Holders except in the event
of a failure to satisfy, prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date, any condition to the
payment of the Fundamental Change Repurchase Price, in whole or in part, in shares of Common Stock or Acquiror Securities.
The Company shall, at least three Business Days prior to delivering the Fundamental Change Company Notice, deliver an Officers’ Certificate to
the Trustee specifying:
(i) the manner of payment selected by the Company,
(ii) the information required by the Fundamental Change Company Notice pursuant to Section 8.01(b),
(iii) if the Company elects to pay the Fundamental Change Repurchase Price, or a specified percentage thereof, in shares of Common Stock or
Acquiror Securities, that the conditions to such manner of payment set forth in this Section 8.01(e) have been or will be complied with, and
(iv) whether the Company desires the Trustee to give the Fundamental Change Company Notice required by Section 8.01(b).
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