Intel 2005 Annual Report Download - page 220

which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-
up is expected to become effective or occur, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.
Section 9.10 . Stockholder Rights Plans. Each share of Common Stock issued upon conversion of Securities pursuant to this Article 9 shall be
entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear
such legends, if any, in each case as may be provided by the terms of any stockholder rights plan adopted by the Company, as the same may be
amended from time to time. If at the time of conversion, however, the rights have separated from the shares of Common Stock in accordance with the
provisions of the applicable stockholder rights agreement so that the Holders of the Securities would not be entitled to receive any rights in respect of
Common Stock issuable upon conversion of the Securities, the Conversion Rate will be adjusted at the time of separation as if the Company has
distributed to all holders of Common Stock, shares of Capital Stock of the Company, evidence of indebtedness or assets as provided in Section 9.03(c),
subject to readjustment in the event of the expiration, termination or redemption of such rights.
Section 9.11 . Alternate Conversion Arrangement. In connection with any conversion of Securities, the Company may arrange for such conversion
by an agreement with one or more financial institutions or other purchasers to exchange such Securities for shares of the Company’s Common Stock,
cash, or a combination of cash and Common Stock, as applicable, equal to which the Holder of such Securities is entitled to receive upon conversion.
Notwithstanding anything to the contrary contained in this Article 9, the obligation of the Company to convert such Securities shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such purchasers, and accrued and unpaid Interest to, but not including, the Conversion
Date for such conversion shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.
ARTICLE 10
E
VENTS OF D EFAULT ; R EMEDIES
Section 10.01 . Events of Default. “ Event of Default ,”
wherever used herein, means any one of the following events (whatever the reason for such
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