Cincinnati Bell 2011 Annual Report Download - page 115

Company, (iii) the acquisition of any CBI Voting Securities by any underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a Non-Qualifying Transaction (as defined in
paragraph (c) of this subsection 11.3).
(c) The consummation of a merger, consolidation, statutory share exchange, or similar form of
corporate transaction involving the Company (for purposes of this paragraph (c), a “Reorganization”) or sale
or other disposition of all or substantially all of the assets of CBI to an entity that is not an affiliate of CBI
(for purposes of this paragraph (c), a “Sale”), that in each case requires the approval of CBI’s shareholders
under the law of CBI’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance
of securities of CBI in such Reorganization or Sale), unless immediately following such Reorganization or
Sale:
(1) more than 60% of the total voting power (in respect of the election of directors, or similar
officials in the case of an entity other than a corporation) of (i) the entity resulting from such
Reorganization or the entity which has acquired all or substantially all of the assets of CBI (for
purposes of this paragraph (c) and in either case, the “Surviving Entity”), or (ii) if applicable, the
ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total
voting power (in respect of the election of directors, or similar officials in the case of an entity other
than a corporation) of the Surviving Entity (for purposes of this paragraph (c), the “Parent Entity”), is
represented by CBI Voting Securities that were outstanding immediately prior to such Reorganization
or Sale (or, if applicable, is represented by shares into which such CBI Voting Securities were
converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof
is in substantially the same proportion as the voting power of such CBI Voting Securities among the
holders thereof immediately prior to the Reorganization or Sale;
(2) no person (other than any employee benefit plan sponsored or maintained by the Surviving
Entity or the Parent Entity or the related trust of any such plan) is or becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors,
or similar officials in the case of an entity other than a corporation) of the outstanding voting securities
of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity); and
(3) at least a majority of the members of the board of directors (or similar officials in the case of
an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving
Entity) following the consummation of the Reorganization or Sale were, at the time of the approval by
the Board of the execution of the initial agreement providing for such Reorganization or Sale,
Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in
subparagraphs (1), (2), and (3) of this paragraph (c) being deemed to be a “Non-Qualifying
Transaction” for purposes of this subsection 11.3).
(d) The shareholders of CBI approving a plan of complete liquidation or dissolution of CBI.
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person
acquires beneficial ownership of more than 20% of the CBI Voting Securities as a result of the acquisition of CBI
Voting Securities by CBI which reduces the number of CBI Voting Securities outstanding; provided that, if after
such acquisition by CBI such person becomes the beneficial owner of additional CBI Voting Securities that
increases the percentage of outstanding CBI Voting Securities beneficially owned by such person, a Change in
Control shall then occur.
12. Adjustments.
12.1 Adjustments for Stock Dividends, Stock Splits, and Other Corporate Transactions.
(a) In the event of any change affecting the Common Shares by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, combination or exchange of shares, or other corporate
change, or any distributions to common shareholders other than cash dividends, then, subject to the
provisions of paragraph (b) of this subsection 12.1, the Board shall make such substitution or adjustment in
the aggregate number or class of shares which may be distributed under the Plan and in the number, class,
and exercise price or other price of shares on which the outstanding awards granted under the Plan are based
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