Intel 2005 Annual Report Download - page 209

Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the
determination of stockholders entitled to receive such distribution. If such dividend or distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of
Directors determines the fair market value of any distribution for purposes of this Section 9.03(c) by reference to the actual or when issued trading
market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the average of the Last
Reported Sale Prices prior to the applicable record date.
With respect to an adjustment pursuant to this Section 9.03(c) where there has been a payment of a dividend or other distribution on the Common
Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a “ Spin-Off ”),
the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of stockholders entitled to
receive the distribution will be increased based on the following formula:
where
Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off.
Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of
the
81
CR
0
=
the Conversion Rate in effect immediately prior to such distribution;
CR'
=
the Conversion Rate in effect immediately after such distribution;
FMV
0
=
the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock
applicable to one share of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off;
and
MP
0
=
the average of the Last Reported Sale Prices of Common Stock over the first ten consecutive Trading Day period after the effective
date of the Spin
-
Off.