Best Buy 2009 Annual Report Download - page 94

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consolidated basis, of this corporation, (b) having an aggregate market value equal to ten percent (10%) or more
of the aggregate market value of all the outstanding shares of this corporation, or (c) representing ten percent
(10%) or more of the earning power or net income, determined on a consolidated basis, of this corporation
except a cash dividend or distribution paid or made pro rata to all shareholders of this corporation; or
(4) the issuance or transfer by this corporation or any Subsidiary of this corporation (in a single transaction
or a series of transactions) of any shares of, or other ownership interests in, this corporation or any Subsidiary of
this corporation that have an aggregate market value equal to five percent (5%) or more of the aggregate market
value of all the outstanding shares of this corporation to a Related Person or any Affiliate or Associate of a Related
Person, except pursuant to the exercise of warrants or rights to purchase shares offered, or a dividend or
distribution paid or made, pro rata to all shareholders of this corporation other than for the purpose, directly or
indirectly, of facilitating or effecting a subsequent transaction that would have been a Business Combination if the
dividend or distribution had not been made; or
(5) the adoption of any plan or proposal for the liquidation or dissolution of this corporation, or any
reincorporation of this corporation in another state or jurisdiction, proposed by or on behalf of, or pursuant to any
written or oral agreement, arrangement, relationship, understanding or otherwise with, a Related Person or any
Affiliate or Associate of a Related Person; or
(6) any reclassification of securities (including without limitation any share dividend or split, reverse share
split or other distribution of shares in respect of shares), recapitalization of this corporation, merger of this
corporation with any Subsidiary of this corporation, exchange of shares of this corporation with any Subsidiary of
this corporation, or other transaction (whether or not with or into or otherwise involving a Related Person),
proposed by or on behalf of, or pursuant to any written or oral agreement, arrangement, relationship,
understanding or otherwise with, a Related Person or any Affiliate or Associate of a Related Person, that has the
effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of
shares entitled to vote, or securities that are exchangeable for, convertible into, or carry a right to acquire shares
entitled to vote, of this corporation or any Subsidiary of this corporation that is, directly or indirectly, owned by a
Related Person or any Affiliate or Associate of a Related Person, except as a result of immaterial changes due to
fractional share adjustments; or
(7) any receipt by a Related Person or any Affiliate or Associate of a Related Person of the benefit, directly or
indirectly (except proportionately as a shareholder of this corporation), of any loans, advances, guarantees,
pledges or other financial assistance, or any tax credits or other tax advantages provided by or through this
corporation or any Subsidiary of this corporation.
(e) The term ‘‘Control’’ and all words derived therefrom mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise. A Person’s beneficial ownership of ten percent (10%) or more of the voting power
of this corporation’s outstanding shares entitled to vote in the election of directors creates a presumption that the
Person has control of this corporation. Notwithstanding the foregoing, a Person is not considered to have Control of
this corporation if the Person holds voting power, in good faith and not for the purpose of avoiding this Article IX, as
an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as
a group have Control of this corporation.
(f) The term ‘‘Disinterested’’ describes any director of this corporation or any other individual that is neither an
officer nor an employee, nor has been an officer or employee within five (5) years immediately prior to the formation
of the Disinterested Committee, of this corporation or of a Related Organization of this corporation.
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