Dollar General 2011 Annual Report Download - page 82

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Person of which a majority of its voting power or other equity securities is owned, directly or indirectly,
by the Company, the Sponsors or their respective Affiliates; or (ii) a merger, recapitalization or other
sale by the Company, the Sponsors (indirectly) or any of their respective Affiliates, to a Person (or
group of Persons acting in concert) of Common Stock or other voting securities of the Company that
results in more than 50% of the Common Stock or other voting securities of the Company (or any
resulting company after a merger) being held, directly or indirectly, by a Person (or group of Persons
acting in concert) that is not Controlled by (x) the Sponsors or their Affiliates or (y) an employee
benefit plan (or trust forming a part thereof) maintained by the Company, the Sponsors or their
respective Affiliates or other person of which a majority of its voting power or other equity securities is
owned, directly or indirectly, by the Company, the Sponsors or their respective Affiliates; in any event,
which results in the Sponsors and its Affiliates or such employee benefit plan ceasing to hold the ability
to elect (or cause to be elected) a majority of the members of the Board.
For purposes of this definition, ‘‘controlled by’’ means, with respect to the relationship between or
among two or more Persons, the possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the ownership of voting securities,
by contract or otherwise, including the ownership, directly or indirectly, of securities having the power
to elect a majority of the board of directors or similar body governing the affairs of such Person.
(2) after such time as the Sponsors and their Affiliates hold the ability to elect (or
cause to be elected) a majority of the members of the Board for any reason, the definition in clause (1)
above shall cease to be applicable, and thereafter a ‘‘Change in Control’’ shall occur upon any of the
following events: (i) the sale or disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any Person (or group of Persons acting in concert)
other than any of the Company or its Affiliates (collectively, the ‘‘Permitted Holders’’); (ii) any Person
(or group of Persons acting in concert), other than the Permitted Holders, is or becomes the Beneficial
Owner (except that a Person shall be deemed to be a ‘‘Beneficial Owner’’ of all shares that any such
Person has the right to acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the
Company (or any entity which controls the Company), including by way of merger, consolidation,
tender or exchange offer or otherwise; (iii) a reorganization, recapitalization, merger or consolidation
(a ‘‘Corporate Transaction’’) involving the Company, unless securities representing 50% or more of the
combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors of the Company or the entity resulting from such Corporate Transaction (or the
parent of such entity) are held subsequent to such transaction by the Person or Persons who were the
Beneficial Owners of the outstanding voting securities entitled to vote generally in the election of
directors of the Company immediately prior to such Corporate Transaction; or (iv) during any rolling
twenty-four (24) month period looking back from any given date, individuals who at the beginning of
such period constituted the Board (together with any new directors whose election by such Board or
whose nomination for election by the shareholders of the Company was approved by a vote of a
majority of the directors of the Company, then still in office, who were either directors at the beginning
of such period or whose election or nomination for election was previously so approved (any such
director, an ‘‘Incumbent Director’’) cease for any reason to constitute a majority of the Board on the
date of determination thereof; provided, that, no individual shall be an Incumbent Director who is
elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to directors or as a result of any other actual or threatened solicitation of proxies
by or on behalf of any Person other than the Board. For purposes of this definition, the term
‘‘Beneficial Owner’’ is as defined in Rule 13d-3 under the Exchange Act.
(g) ‘‘Code’’ means the United States Internal Revenue Code of 1986, as amended.
(h) ‘‘Committee’’ means the Compensation Committee of the Board (or, if no such
committee is appointed, the Board), or any authorized subcommittee of the Committee, as applicable.
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