Danaher 2008 Annual Report Download - page 318

election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person)
whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any
reason to constitute a least a majority of the members of the Board;
(iii) the effective date of a merger or consolidation of the Corporation with any other entity, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities
of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or
other governing body of such surviving entity;
(iv) the effective date of the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; and
(v) the approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.
For purposes of this Section 2(a), the following terms shall have the following meanings:
(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall
exclude (i) the Corporation, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, (iii) any corporation owned,
directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, and
(iv) Steven Rales, Mitchell Rales and their respective controlled affiliates.
(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Corporation approving a merger of the
Corporation with another entity.
(b) The term “Corporate Status” shall mean the status of a person who is or was, or has agreed to become, a director or officer of the Corporation,
or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, fiduciary, partner, trustee, member or employee of, or in a
similar capacity with, any Enterprise.
(c) The term “Enterprise” shall mean the Corporation and any other corporation, partnership, joint venture, trust, limited liability company,
employee benefit plan or other enterprise of which Indemnitee is or was serving, or has agreed to serve, at the request of the Corporation as a director, officer,
fiduciary, partner, trustee, member or employee, or in any similar capacity.
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Source: DANAHER CORP /DE/, 10-K, February 25, 2009 Powered by Morningstar® Document Research℠
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