Cincinnati Bell 2015 Annual Report Download - page 113

securities eligible to vote for the election of the Board (for purposes of this subsection 10.2, the
“CBI Voting Securities”). It is provided, however, that the event described in this paragraph (b)
shall not be deemed to be a Change in Control if such event results from any of the following:
(i) the acquisition of any CBI Voting Securities by the Company, (ii) the acquisition of any CBI
Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by
the 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 10.2).
(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 10.2).
(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.
APP-II-9
Proxy Statement