VMware 2013 Annual Report Download - page 137

considered to be acting as a group with other shareholders in a corporation only with respect to ownership
in that corporation prior to the transaction giving rise to the change and not with respect to the ownership
interest in the other corporation.
916
(d Change in the effective control of a corporation. A change in the effective control of a corporation
occurs on the date that either (i) any one person, or more than one person acting as a group,
acquires (or has acquired during the twelve month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the corporation possessing thirty
percent (30%) or more of the total voting power of the stock of such corporation, or (ii) a majority of
members of the corporation’s board of directors is replaced during any twelve month period by
directors whose appointment or election is not endorsed by a majority of the members of the
corporation’s board of directors prior to the date of the appointment or election, provided that for
purposes of this paragraph (ii), the term corporation refers solely to the relevant corporation identified
in Section 9.7(a) for which no other corporation is a majority shareholder for purposes of Section 9.7
(a). In the absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective control of
a corporation will not have occurred. A change in effective control may also occur in any transaction
in which either of the two corporations involved in the transaction has a change in the ownership of
such corporation as described in Section 9.7(c) or a change in the ownership of a substantial portion
of the assets of such corporation as described in Section 9.7(e). If any one person, or more than one
person acting as a group, is considered to effectively control a corporation within the meaning of this
Section 9.7(d), the acquisition of additional control of the corporation by the same person or persons
is not considered to cause a change in the effective control of the corporation or to cause a change in
the ownership of the corporation within the meaning of Section 9.7(c). For purposes of this Section
9.7(d), persons will or will not be considered to be acting as a group in accordance with rules similar
to those set forth in Section 9.7(c) with the following exception. If a person, including an entity, owns
stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or
similar transaction, such shareholder is considered to be acting as a group with other shareholders in
a corporation only with respect to the ownership in that corporation prior to the transaction giving rise
to the change and not with respect to the ownership interest in the other corporation.