Intel 2005 Annual Report Download - page 214

such time. Any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment
or in connection with any conversion of Securities following a notice of redemption, upon a Fundamental Change or at Maturity, as applicable.
(i) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts
requiring such adjustment. Unless and until a Responsible Officer of the Trustee and the Conversion Agent shall have received such Officers’
Certificate, neither the Trustee nor the Conversion Agent shall be deemed to have knowledge of any adjustment of the Conversion Rate and may
assume without inquiry that the last Conversion Rate of which a Responsible Officer of the Trustee or the Conversion Agent, as applicable, has actual
knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate
setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Rate to each Holder at his last address appearing on the Security Register provided for in Section 3.05 of this Indenture, within 20 days
of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.
(j) In any case in which this Section 9.03 provides that an adjustment shall become effective immediately after (1) a record date for an event, (2) the
date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 9.03(a), (3) a date fixed for the
determination of stockholders entitled to receive rights or warrants pursuant to Section 9.03(b), or (4) the expiration date for any tender or exchange
offer pursuant to Section 9.03(e) (each an “ Adjustment Determination Date ”), the Company may elect to defer until the occurrence of the
applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after such Adjustment Determination Date
and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by
reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (y) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 9.03. For purposes of this Section 9.03(j),
the term “ Adjustment Event ” shall mean:
(i) in any case referred to in clause (1) hereof, the occurrence of such event,
(ii) in any case referred to in clause (2) hereof, the date any such dividend or distribution is paid or made,
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