AMD Investments definition
Examples of AMD Investments in a sentence
By their signatures below, AMD agrees to be liable for any failure by AMD Investments to perform any of its obligations under this Agreement that run to the benefit of Fujitsu.
Except as set forth in the Stockholders Agreement, the Corporation is under no obligation to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities act or to take any other action necessary to comply with an available exemption or regulation under any such acts (including Rule 144 under the Securities Act) in order to permit AMD Investments or Fujitsu to sell, transfer or otherwise dispose of the Common Stock.
This Agreement constitutes a valid and binding obligation of AMD Investments enforceable in accordance with its terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Each of Fujitsu, AMD and AMD Investments hereby consents (and agrees to consent), effective as of the Effective Date, to the assignment to STI of any Contributed Entity’s ownership interest in Contributed Entity Other IP Rights.
The execution, delivery and performance by AMD Investments of this Agreement and each of the transactions contemplated hereby have been duly and validly authorized by AMD Investments.
Except as expressly provided herein (including Section 3.3), the rights and obligations hereunder may not be assigned or delegated (a) by Spansion or STI without the prior written consent of both Parents, (b) by either Parent without the prior written consent of Spansion and the other Parent, or (c) by AMD Investments without the prior written consent of Spansion and Fujitsu.
No other corporate act or proceeding on the part of AMD Investments, its board of directors, or its stockholders is necessary to authorize the execution, delivery or performance by AMD Investments of this Agreement.
AMD Investments has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement.
Accordingly, AMD Investments and Fujitsu recognize that the Common Stock will not be freely transferable and understand and acknowledge that each must continue to bear the economic risk of an investment in the Common Stock for an indefinite period.
No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other third party on the part of AMD Investments is required in connection with the valid execution and delivery of this Agreement.