CenturyLink 2015 Annual Report Download - page 101

(B) any acquisition of Common Stock by the Company,
(C) any acquisition of Common Stock by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company, or
(D) any acquisition of Common Stock by any corporation pursuant to a Business
Combination that does not constitute a Change of Control under Section 12(a)(iii)
hereof; or
(ii) individuals who, as of May 18, 2011, constituted the Board of Directors of CenturyLink
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, that any individual becoming a director
subsequent to such date whose election, or nomination for election by CenturyLink’s
shareholders, was approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board shall be considered a member of the Incumbent Board,
unless such individual’s initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other
than the Incumbent Board; or
(iii) consummation of a reorganization, share exchange, merger or consolidation (including
any such transaction involving any direct or indirect subsidiary of CenturyLink) or sale
or other disposition of all or substantially all of the assets of the Company (a “Business
Combination”); provided, however, that in no such case shall any such transaction
constitute a Change of Control if immediately following such Business Combination:
(A) the individuals and entities who were the beneficial owners of CenturyLink’s
outstanding Common Stock and CenturyLink’s voting securities entitled to vote
generally in the election of directors immediately prior to such Business
Combination have direct or indirect beneficial ownership, respectively, of more
than 50% of the then outstanding shares of common stock, and more than 50% of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the surviving or successor
corporation, or, if applicable, the ultimate parent company thereof (the “Post-
Transaction Corporation”), and
(B) except to the extent that such ownership existed prior to the Business
Combination, no person (excluding the Post-Transaction Corporation and any
employee benefit plan or related trust of either CenturyLink, the Post-Transaction
Corporation or any subsidiary of either corporation) beneficially owns, directly or
indirectly, 20% or more of the then outstanding shares of common stock of the
corporation resulting from such Business Combination or 20% or more of the
combined voting power of the then outstanding voting securities of such
corporation, and
(C) at least a majority of the members of the board of directors of the Post-
Transaction Corporation were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors,
providing for such Business Combination; or
(iv) approval by the shareholders of CenturyLink of a complete liquidation or dissolution of
CenturyLink.
For purposes of this Section 12, the term “person” shall mean a natural person or entity, and shall also mean
the group or syndicate created when two or more persons act as a syndicate or other group (including a
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