Dell 2008 Annual Report Download - page 152

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(or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (iv) any acquisition by
Mr. Michael S. Dell, his "affiliates" (as defined in Rule 12b-2 promulgated under the Exchange Act) or "associates" (as defined in
Rule 12b-2 promulgated under the Exchange Act), his heirs, or any trust or foundation to which he has transferred or may transfer
stock (collectively, "Michael Dell"), or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses
(i), (ii), and (ii) of Paragraph (C) of this Section 1.1(c); or
(B) Individuals who constitute the Incumbent Board (as later defined) cease for any reason to constitute at least a majority of the
Directors; or
(C) Approval by the stockholders of the Company of a reorganization, merger, or consolidation, or sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of assets of another corporation (a "Business Combination"), unless
following such Business Combination (i) all or substantially all of the persons who were the beneficial owners, respectively, of the
outstanding stock and outstanding voting securities of the Company immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding stock
and outstanding voting securities of the Corporation, as the case may be, (ii) no person (excluding any employee benefit plan (or
related trust) of the Company, such corporation resulting from such Business Combination, and Michael Dell) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of
Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or
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