Zynga 2015 Annual Report Download - page 124

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of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of the
acquisition of securities of the Company by Mark Pincus and/or any entity in which Mark Pincus has a direct or indirect interest (whether in the form of voting
rights or participation in profits or capital contributions) of more than 50% (collectively, the “ PincusEntities” ) or on account of the Pincus Entities continuing to
hold shares that come to represent more than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion of any
class of the Company’s securities into another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions
set forth in the Company’s Amended and Restated Certificate of Incorporation; or (D) solely because the level of beneficial ownership held by any such person,
entity or group (the “ SubjectPerson”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other
acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the beneficial
owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding
voting securities beneficially owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;
(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not beneficially own, either
(A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or
similar transaction, or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar
transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior
to such transaction; provided, however , that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition
if the outstanding voting securities representing more than 50% of the combined voting power of the surviving entity or its parent are owned by the Pincus Entities;
(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and
its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an
entity, more than 50% of the combined voting power of the voting securities of which are beneficially owned by stockholders of the Company in substantially the
same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other
disposition; provided, however , that a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its
subsidiaries will not constitute a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the
combined voting power of the acquiring entity or its parent are owned by the Pincus Entities; or
(iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “ IncumbentBoard”) cease for any reason to
constitute at least a majority of the members of the Board; provided , however , that if the appointment or election (or nomination for election) of any new Board
member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of the
Plan, be considered as a member of the Incumbent Board.
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