Exelon 2015 Annual Report Download - page 546

(ii) Individuals who, as of the effective date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated
under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a Corporate Transaction by the Company; excluding, however, a Corporate Transaction pursuant to which:
(A) all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding common stock of
Company and outstanding Voting Securities of the Company immediately prior to such Corporate Transaction 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
Corporate Transaction (including, without limitation, a corporation which, as a result of such transaction, owns the Company or all or
substantially all of the assets of the Company either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Corporate Transaction of the outstanding common stock of Company and outstanding Voting Securities of
the Company, as the case may be;
(B) no SEC Person (other than the corporation resulting from such Corporate Transaction, and any Person which beneficially owned,
immediately prior to such corporate Transaction, directly or indirectly, 20% or more of the outstanding common stock of the Company or the
outstanding Voting Securities of the Company, as the case may be) becomes a 20% Owner, directly or indirectly, of the then-outstanding
common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities
of such corporation; and
(C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of
the corporation resulting from such Corporate Transaction; or
(iv) Approval by the Company’s shareholders of a plan of complete liquidation or dissolution of the Company, other than a plan of liquidation
or dissolution which results in the acquisition of all or substantially all of the assets of the Company by an affiliated company.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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