Eli Lilly 2009 Annual Report Download - page 165

acquiring, holding, voting, or disposing of Voting Stock, or which is its Affiliate (other than the
Corporation) or Associate (other than the Corporation);
(iii) the term “Voting Stock” shall mean all shares of any class of capital stock of the Corporation which
are entitled to vote generally in the election of directors;
(iv) the term “Continuing Director” shall mean a director who is not an Affiliate or Associate or
representative of a Related Person and who was a member of the Board of Directors of the Corporation
immediately prior to the time that any Related Person involved in the proposed action or transaction
became a Related Person or a director who is not an Affiliate or Associate or representative of a Related
Person and who was nominated by a majority of the remaining Continuing Directors; and
(v) the term “Remaining Public Shareholders” shall mean the holders of the Corporation’s capital stock
other than the Related Person.
(gf) A majority of the Continuing Directors of the Corporation shall have the power and duty to determine for
the purposes of this Article 13, on the basis of information then known to the Continuing Directors, whether
(i) any Related Person exists or is an Affiliate or an Associate of another and (ii) any proposed sale, lease,
exchange, or other disposition of part of the assets of the Corporation or any majority-owned subsidiary
involves a substantial part of the assets of the Corporation or any of its subsidiaries. Any such determination
by the Continuing Directors shall be conclusive and binding for all purposes.
(hg) Nothing contained in this Article 13 shall be construed to relieve any Related Person or any Affiliate or
Associate of any Related Person from any fiduciary obligation imposed by law.
(ih) The fact that any action or transaction complies with the provisions of this Article 13 shall not be
construed to waive or satisfy any other requirement of law or these Amended Articles of Incorporation or to
impose any fiduciary duty, obligation, or responsibility on the Board of Directors or any member thereof, to
approve such action or transaction or recommend its adoption or approval to the shareholders of the
Corporation, nor shall such compliance limit, prohibit, or otherwise restrict in any manner the Board of
Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect
to such action or transaction. The Board of Directors of the Corporation, when evaluating any actions or
transactions described in paragraph (a) of this Article 13, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the Corporation and its shareholders, give due
consideration to all relevant factors, including without limitation the social and economic effects on the
employees, customers, suppliers, and other constituents of the Corporation and its subsidiaries and on the
communities in which the Corporation and its subsidiaries operate or are located.
(j) Notwithstanding any other provision of these Amended Articles of Incorporation or of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular
class of Voting Stock required by law or these Amended Articles of Incorporation, the affirmative vote of the
holders of at least 80% of the votes entitled to be cast by holders of all the outstanding shares of Voting Stock,
voting together as a single class, shall be required to alter, amend, or repeal this Article 13.
.....
67
PROXY STATEMENT