Priceline 2014 Annual Report Download - page 128

approval, Incumbent Directors, shall be an Incumbent Director; provided, further, that no individual initially appointed,
elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to
the election or removal of directors or as a result of any other actual or threatened solicitation of proxies or consents by
or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(c)
the consummation of a merger, consolidation, statutory share exchange or similar form of corporate
transaction involving (i) the Company or (ii) any of its wholly owned subsidiaries pursuant to which, in the case of this
clause (ii), Company Voting Securities are issued or issuable (any event described in the immediately preceding clause
(i) or (ii), a “Reorganization”)
or the sale or other disposition of all or substantially all of the assets of the Company to an
entity that is not an Affiliate of the Company (a “Sale”),
unless immediately following such Reorganization or Sale: (A)
more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an
entity other than a corporation) of (x) the Company (or, if the Company ceases to exist, the entity resulting from such
Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of the
Company (in either case, the “Surviving Entity”),
or (y) if applicable, the ultimate parent entity that directly or indirectly
has Beneficial Ownership of more than 50% of the total voting power (in respect of the election of directors, or similar
officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”),
is represented by
Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is
represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or
Sale), (B) no Person is or becomes the Beneficial Owner, directly or indirectly, of 35% or more of the total voting power
(in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the
outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (C) at least a
majority of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of
the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the
Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing
for such Reorganization or Sale, Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria
specified in (A), (B) and (C) above being deemed to be a “Non-Qualifying Transaction”); or
(d)
the stockholders of the Company approve a plan of complete liquidation or dissolution of the
Company.
Notwithstanding the foregoing, if any Person becomes the Beneficial Owner, directly or indirectly, of 35% or more of
the combined voting power of Company Voting Securities solely as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities outstanding, such increased
amount shall be deemed not to result in a Change in Control; provided , however
, that if such Person subsequently
becomes the Beneficial Owner, directly or indirectly, of additional Company Voting Securities that increases the
percentage of outstanding Company Voting Securities Beneficially Owned by such Person to a percentage equal to or
greater than 35, a Change in Control of the Company shall then be deemed to occur.
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