AMD Inc. Subordination Agreement. AMD Inc. hereby agrees to subordinate the payment of the Junior Liabilities (under, and as defined in, the AMD Inc. Subordination Agreement) to the payment in full of all Senior Liabilities (under, and as defined in, the AMD Inc. Subordination Agreement), on the terms and subject to the conditions of the AMD Inc. Subordination Agreement.
AMD Inc is the direct legal and beneficial owner of 100% of the issued and outstanding shares of capital stock of AMD Holding, all of which shares have been validly issued;
AMD Inc or AMD Fab 36 LLC voluntarily suspends transaction of business; stops payments; makes a general assignment for the benefit of its creditors (unless these are identical with the lending banks of the Partnership under the Syndicated Loan Agreement or such banks agree to the assignment); applies for or institutes any of the proceedings described in para. 12.4.2 hereof, or consents to or acquiesces in any relief, declaration, finding or any other measure within the meaning of para. 12.4.2 (whether or not any such proceedings have been applied for or instituted); or consents to or acquiesces in the taking possession of all or substantially all of its property by a trustee within the meaning of para. 12.4.2; or causes itself its dissolution or winding up, or, without the consent of the aforesaid lending banks, rescinds its articles of incorporation (or any other incorporation document) or declares the same invalid, terminated or no longer applicable, or liquidates itself or a substantial part of its property; or takes any corporate or similar action in furtherance of any of the foregoing, without the approval of the aforesaid lending banks, or
AMD Inc shall purchase from AMD Holding all inventory and work-in-process of AMD Saxonia as of the Termination Date that AMD Holding is required to purchase from AMD Saxonia pursuant to Section 6.02(b) of the AMD Saxonia Wafer Purchase Agreement. The terms and conditions of such sale shall be as set forth in Section 6.02(b) of the AMD Saxonia Wafer Purchase Agreement. The purchase price to be paid by AMD Inc. therefore shall be equal to the purchase price paid or to be paid by AMD Holding therefor under such Section 6.02(b) and shall be paid before the date on which AMD Holding is required to pay for such inventory and work-in-process under the AMD Saxonia Wafer Purchase Agreement.
AMD Inc. Share Pledge Agreement and AMD Inc. Pledge Agreement Over Membership Interests in AMD Saxony LLC. AMD Inc. has granted a first priority security interest in the AMD Inc. Security pursuant to and on the terms and conditions set forth in the AMD Inc. Share Pledge Agreement and the AMD Inc. Pledge Agreement Over Membership Interests in AMD Saxony LLC.
AMD Inc is the direct legal and beneficial owner of 100% of the membership interests of AMD Saxony LLC;
AMD Inc assumes an independent guaranty pursuant to § 311 (1) BGB (German Civil Code) and warrants that AMD Fab 36 will receive all Services according to Section 1.1 which are reasonably necessary to erect the factory and to enable and further develop the production as well as research and development. The sole legal consequence of this no-fault warranty shall be that AMD Fab 36 Holding, insofar as the AMD Fab 36 Cost Plus Reimbursement Agreement is concerned, cannot invoke bad performance or non-performance by AMD Fab 36, and that AMD Inc., insofar as the AMD Fab 36 Holding Cost Reimbursement Agreement is concerned, cannot invoke bad performance or non-performance by AMD Fab 36 Holding; there shall be no other legal consequences under this warranty.
AMD Inc. Share Pledge Agreement. AMD Inc. has granted a first priority security interest in the AMD Inc. Collateral pursuant to and on the terms and conditions set forth in the AMD Inc. Share Pledge Agreement. SECTION 8.2
AMD Inc will undertake a Stock Offering resulting in the receipt by AMD Inc. of net cash proceeds to AMD Inc. of at least $200,000,000 and make payment to AMD Saxonia of an amount equal to the full amount of the Class C Sponsors' Loans less any amount already contributed under sub-para (ii) (a) ----------------- above by 30 June 1999 at the latest; provided that:
AMD Inc hereby acknowledges and agrees that except as may be otherwise expressly set forth in this Agreement, it and the AMD Companies shall have no right, title or interest in or to any Post License Agreement AMD Fab 36 KG Developed Intellectual Property or Post License Agreement AMD Fab 36 KG Developed Improvements and that AMD Fab 36 KG shall be entitled to apply for and exploit, at its own expense, any patent or other intellectual property protection for any such Post License Agreement AMD Fab 36 KG Developed Intellectual Property.
