Best Buy 2009 Annual Report Download - page 96

Download and view the complete annual report

Please find page 96 of the 2009 Best Buy annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 100

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100

(2) a savings, employee stock ownership, or other employee benefit plan of this corporation or any of its
Subsidiaries, or a fiduciary of the plan when acting in a fiduciary capacity pursuant to the plan; or
(3) a licensed broker/dealer or licensed underwriter who:
(i) purchases shares of this corporation solely for purposes of resale to the public; and
(ii) is not acting in concert with a Related Person.
For purposes of this definition, shares Beneficially Owned by a plan, or by a fiduciary of a plan pursuant to the plan,
as described in (2), above, are not deemed to be Beneficially Owned by the Person who is a fiduciary of the plan.
(k) The phrase ‘‘Share Acquisition Date,’’ with respect to any Person, means (1) the date that the Person first
becomes a Related Person, or (2) if the Person becomes, on one or more dates, a Related Person, but thereafter ceases
to be a Related Person, and subsequently again becomes a Related Person, the date on which the Person most recently
became a Related Person.
(l) The term ‘‘Subsidiary’’ of a specified organization means an organization having more than fifty percent (50%)
of the voting power of its shares or other ownership interests entitled to vote for directors or other members of the
governing body of the organization owned directly, or indirectly through Related Organizations, by the specified
organization.
Section 2. Business Combinations. Except as set forth in Section 4 of this Article IX, and notwithstanding any other
provision seemingly to the contrary in law, these Articles of Incorporation or the By-laws of this corporation, this
corporation may not engage in any Business Combination, or vote, consent or otherwise act to authorize a Subsidiary
of this corporation to engage in any Business Combination, with, with respect to, proposed by or on behalf of, or
pursuant to any written or oral agreement, arrangement, relationship, understanding or otherwise with, any Related
Person or any Affiliate or Associate of a Related Person for a period of four (4) years following the Related Person’s
Share Acquisition Date.
Section 3. Procedure. Upon receipt of a good faith, definitive written proposal relating to a Business Combination or
an acquisition of shares pursuant to which a Person will become a Related Person, the Board of Directors shall
promptly form a Disinterested Committee to consider and take action on the proposal. The Disinterested Committee
shall respond in writing within thirty (30) days after receipt of the proposal, setting forth its decision regarding the
proposal.
Section 4. When Inapplicable. The provisions of Section 2 of this Article IX shall not be applicable to a Business
Combination, and such Business Combination shall require only such affirmative vote as may otherwise be required by
law or otherwise, if:
(a) the Business Combination or the acquisition of shares made by the Related Person on the Related Person’s
Share Acquisition Date is approved before the Related Person’s Share Acquisition Date, or on the Related Person’s
Share Acquisition Date but prior to the Related Person becoming a Related Person on the Related Person’s Share
Acquisition Date, by the affirmative vote of a majority of the members of the Disinterested Committee; or
(b) the Business Combination is with, with respect to, proposed by or on behalf of, or pursuant to any written or
oral agreement, arrangement, relationship, understanding or otherwise with any Related Person whose Share
Acquisition Date is either before the effective date of this Article IX, or on the effective date, but prior to the effective
time of this Article IX.
C-6