Lexmark 2012 Annual Report Download - page 178

(b) Change of Control. A “Change of Control” of the Company or Lexmark means:
(i) a majority of the members of the Board at any time cease for any reason other than due to death or disability to be persons who were members of
the Board twenty-four months prior to such time (the “Incumbent Directors”); provided that any director whose election, or nomination for election
by the Lexmark’s stockholders, was approved by a vote of at least a majority of the members of the Board then still in office who are Incumbent
Directors shall be treated as an Incumbent Director; or
(ii) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Act, but excluding Lexmark, its Subsidiaries
(including the Company), any employee benefit plan of Lexmark or any Subsidiary, employees of Lexmark or any Subsidiary or any group of
which any of the foregoing is a member) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Act), directly or indirectly,
including without limitation, by means of a tender or exchange offer, of securities of the company representing 30% or more of the combined
voting power of the company’s then outstanding securities; or
(iii) the consummation of a transaction: (i) for the merger or other business combination of the company with or into another corporation immediately
following which merger or combination (A) the stock of the surviving entity is not readily tradable on an established securities market, (B) a
majority of the directors of the surviving entity are persons who (x) were not directors of the company immediately prior to the merger and (y) are
not nominees or representatives of Lexmark or (C) any “person,” including a “group” (as such terms are used in Sections 13(d) and 14(d)(2) of
the Act, but excluding Lexmark, its Subsidiaries (including the Company), any employee benefit plan of Lexmark or any Subsidiary, employees
of Lexmark or any Subsidiary or any group of which any of the foregoing is a member) is or becomes the “beneficial owner” (as defined in Rule
13(d)(3) under the Act), directly or indirectly, of 30% or more of the securities of the surviving entity; or (ii) for the direct or indirect sale or other
disposition of all or substantially all of the assets of the company, provided, however, there is no Change of Control when there is a sale, internal
restructuring or other disposition of assets to an entity that is controlled by the shareholders of the transferring corporation immediately after the
sale or other disposition; or
(iv) Approval by the shareholders of Lexmark of a complete liquidation or dissolution of Lexmark.
Notwithstanding the foregoing, a “Change of Control” shall not be deemed to occur in the event Lexmark or any of its Subsidiaries (including the
Company) files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code.
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