Harley Davidson 2012 Annual Report Download - page 125

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4
(i) “Affiliate” shall have the meaning assigned to such term in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
(ii) “Participant” shall have the meaning assigned to such term in
Instruction 3 to Item 4 of Schedule 14A promulgated under the
Exchange Act.
(iii) “Person” shall mean any individual, firm, corporation, partnership,
joint venture, association, trust, unincorporated organization or other
entity.
(iv) “Proxy” shall have the meaning assigned to such term in Rule 14a-1
promulgated under the Exchange Act.
(v) “Solicitation” shall have the meaning assigned to such term in Rule
14a-1 promulgated under the Exchange Act.
(vi) “Soliciting Shareholder” shall mean, with respect to any Special
Meeting demanded by a shareholder or shareholders, each of the
following Persons:
(A) if the number of shareholders signing the demand or demands
for a meeting delivered to the corporation pursuant to paragraph
(c) of this Section 1.02 is 10 or fewer, each Person signing any
such demand; or
(B) if the number of shareholders signing the demand or demands
for a meeting delivered to the corporation pursuant to paragraph
(c) of this Section 1.02 is more than 10, each Person who either
(I) was a Participant in any Solicitation of such demand or
demands or (II) at the time of the delivery to the corporation of
the documents described in paragraph (c) of this Section 1.02,
had engaged or intended to engage in any Solicitation of
Proxies for use at such Special Meeting (other than a
Solicitation of Proxies on behalf of the corporation).
A “Soliciting Shareholder” shall also mean each Affiliate of a
Soliciting Shareholder described in clause (A) or (B) above who is a
member of such Soliciting Shareholder’s “group” for purposes of
Rule 13d-5(b) under the Exchange Act, and any other Affiliate of such
a Soliciting Shareholder, if a majority of the directors then in office
determine, reasonably and in good faith, that such Affiliate should be
required to sign the written notice described in paragraph (c) of this
Section 1.02 and/or the written agreement described in this paragraph
(d) in order to prevent the purposes of this Section 1.02 from being
evaded.
(e) Except as provided in the following sentence, any Special Meeting shall be
held at such hour and day as may be designated by the Board of Directors. In