Western Union 2014 Annual Report Download - page 118

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
The Western Union Company – Proxy Statement | A-2
Annex I PROXY STATEMENT
35% or more of the Outstanding Common Stock or
35% or more of the Outstanding Voting Securities by
reason of an acquisition by the Company, and such Person
shall, after such acquisition by the Company, become
the beneficial owner of any additional shares of the
Outstanding Common Stock or any additional Outstanding
Voting Securities and such beneficial ownership is publicly
announced, such additional beneficial ownership shall
constitute a Change in Control;
(b) during any twenty-four (24) month period, the
cessation of individuals, who constitute the Board
as of the date this Plan is adopted by the Board (the
“Incumbent Board”), to constitute at least a majority of
such Incumbent Board; provided that any individual who
becomes a director of the Company subsequent to the
date this Plan is approved by the Board whose election, or
nomination for election by the Company’s stockholders,
was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall
be deemed a member of the Incumbent Board; and
provided further, that any individual who was initially
elected as a director of the Company as a result of an
actual or threatened solicitation by a Person other than
the Board for the purpose of opposing a solicitation by
any other Person with respect to the election or removal
of directors, or any other actual or threatened solicitation
of proxies or consents by or on behalf of any Person other
than the Board shall not be deemed a member of the
Incumbent Board;
(c) the consummation of a reorganization, merger
or consolidation or sale or other disposition of all
or substantially all of the assets of the Company
(a “Corporate Transaction”); excluding, however, a
Corporate Transaction pursuant to which (i) all or
substantially all of the individuals or entities who are
the beneficial owners, respectively, of the Outstanding
Common Stock and the Outstanding Voting Securities
immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock, and
the combined voting power of the outstanding 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 Company’s
assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Common Stock and the Outstanding Voting
Securities, as the case may be, (ii) no Person (other than:
the Company; any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company; the corporation
resulting from such Corporate Transaction; and any Person
which beneficially owned, immediately prior to such
Corporate Transaction, directly or indirectly, 35% or more
of the Outstanding Common Stock or the Outstanding
Voting Securities, as the case may be) will beneficially own,
directly or indirectly, 35% or more of, respectively, the
outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the
combined voting power of the outstanding securities of
such corporation entitled to vote generally in the election
of directors and (iii) 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
(d) the consummation of a plan of complete liquidation or
dissolution of the Company.
“Code” shall mean the United States Internal Revenue
Code of 1986, as amended, and the rules and regulations
promulgated thereunder.
“Committee” shall mean the committee designated
by the Board or a subcommittee thereof, consisting of
two or more members of the Board, each of whom shall
be (i) a “non-employee director” within the meaning
of Rule 16b-3 under the Exchange Act, (ii) an “outside
director” within the meaning of Section 162(m) of the
Code and (iii) “independent” within the meaning of the
rules of the New York Stock Exchange or, if the Common
Stock is not listed on the New York Stock Exchange, within
the meaning of the rules of the principal stock exchange
on which the Common Stock is then traded.
“Common Stock” shall mean the common stock of
the Company.