Best Buy 2009 Annual Report Download - page 95

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(g) The phrase ‘‘Disinterested Committee’’ means a committee formed by the Board of Directors that is
composed of (1) one or more Disinterested directors, or (2) if there are no Disinterested directors, three (3) or more
Disinterested individuals.
(h) The term ‘‘Person’’ means any individual, firm, corporation or other entity.
(i) The phrase ‘‘Related Organization’’ of a specified corporation, means:
(1) a parent or Subsidiary of the specified corporation; or
(2) another Subsidiary of a parent of the specified corporation; or
(3) a limited liability company owning, directly or indirectly, more than fifty percent (50%) of the voting
power of the shares entitled to vote for directors of the specified corporation; or
(4) a limited liability company having more than fifty percent (50%) of the voting power of its membership
interests entitled to vote for members of its governing body owned directly or indirectly by the specified
corporation; or
(5) a limited liability company having more than fifty percent (50%) of the voting power of its membership
interests entitled to vote for members of its governing body owned directly or indirectly either (i) by a parent of the
specified corporation or (ii) a limited liability company owning, directly or indirectly, more than fifty percent (50%)
of the voting power of the shares entitled to vote for directors of the specified corporation; or
(6) a corporation having more than fifty percent (50%) of the voting power of its shares entitled to vote for
directors owned directly or indirectly by a limited liability company owning, directly or indirectly, more than fifty
percent (50%) of the voting power of the shares entitled to vote for directors of the specified corporation.
(j) The phrase ‘‘Related Person’’ means any Person that is (1) the Beneficial Owner, directly or indirectly, of ten
percent (10%) or more of the voting power of this corporation’s outstanding shares entitled to vote or (2) an Affiliate or
Associate of this corporation that, at any time within the four (4) year period immediately prior to the date in question,
was the Beneficial Owner, directly or indirectly, of ten percent (10%) or more of the voting power of this corporation’s
then outstanding shares entitled to vote; provided, however, that if a Person who has not been a Beneficial Owner of
ten percent (10%) or more of the voting power of this corporation’s outstanding shares entitled to vote immediately
prior to a repurchase of shares by, or recapitalization of, this corporation or similar action shall become a Beneficial
Owner of ten percent (10%) or more of the voting power solely as a result of the share repurchase, recapitalization or
similar action, the Person shall not be deemed to be the Beneficial Owner of ten percent (10%) or more of the voting
power for purposes of the foregoing, unless:
(i) the repurchase, recapitalization, conversion or similar action was proposed by or on behalf of, or
pursuant to any agreement, arrangement, relationship, understanding or otherwise (whether or not in writing) with,
the Person or any Affiliate or Associate of the Person; or
(ii) the Person thereafter acquires Beneficial Ownership, directly or indirectly, of this corporation’s outstanding
shares entitled to vote and, immediately after the acquisition, is the Beneficial Owner, directly or indirectly, of ten
percent (10%) or more of the voting power of this corporation’s outstanding shares entitled to vote.
Notwithstanding the foregoing, ‘‘Related Person’’ does not include:
(1) this corporation or any of its Subsidiaries;
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