Eli Lilly 2011 Annual Report Download - page 152

PROXY STATEMENT
13. In addition to all other requirements imposed by law and these Amended Articles and except as otherwise
expressly provided in paragraph (c) of this Article 13, none of the actions or transactions listed in paragraph (a)
below shall be effected by the Corporation, or approved by the Corporation as a shareholder of any majority-owned
subsidiary of the Corporation if, as of the record date for the determination of the shareholders entitled to vote
thereon, any Related Person (as hereinafter defined) exists, unless the applicable requirements of paragraphs (b),
(c), (d), (e), and (fe) of this Article 13 are satisfied.
(a) The actions or transactions within the scope of this Article 13 are as follows:
(i) any merger or consolidation of the Corporation or any of its subsidiaries into or with such Related
Person;
(ii) any sale, lease, exchange, or other disposition of all or any substantial part of the assets of the Corpo-
ration or any of its majority-owned subsidiaries to or with such Related Person;
(iii) the issuance or delivery of any Voting Stock (as hereinafter defined) or of voting securities of any of the
Corporation’s majority-owned subsidiaries to such Related Person in exchange for cash, other assets or
securities, or a combination thereof;
(iv) any voluntary dissolution or liquidation of the Corporation;
(v) any reclassification of securities (including any reverse stock split), or recapitalization of the Corpo-
ration, or any merger or consolidation of the Corporation with any of its subsidiaries, or any other trans-
action (whether or not with or otherwise involving a Related Person) that has the effect, directly or
indirectly, of increasing the proportionate share of any class or series of capital stock of the Corporation, or
any securities convertible into capital stock of the Corporation or into equity securities of any subsidiary,
that is beneficially owned by any Related Person; or
(vi) any agreement, contract, or other arrangement providing for any one or more of the actions specified in
the foregoing clauses (i) through (v).
(b) The actions and transactions described in paragraph (a) of this Article 13 shall have been authorized by the
affirmative vote of at least 80% of all a majority of the votes entitled to be cast by holders of all the outstanding
shares of Voting Stock, voting together as a single class.
(c) Notwithstanding paragraph (b) of this Article 13, the 80% voting requirement shall not be applicable if any
action or transaction specified in paragraph (a) is approved by the Corporation’s Board of Directors and by a
majority of the Continuing Directors (as hereinafter defined).
(dc) Unless approved by a majority of the Continuing Directors, after becoming a Related Person and prior to
consummation of such action or transaction.:
(i) the Related Person shall not have acquired from the Corporation or any of its subsidiaries any newly
issued or treasury shares of capital stock or any newly issued securities convertible into capital stock of the
Corporation or any of its majority-owned subsidiaries, directly or indirectly (except upon conversion of
convertible securities acquired by it prior to becoming a Related Person or as a result of a pro rata stock
dividend or stock split or other distribution of stock to all shareholders pro rata);
(ii) such Related Person shall not have received the benefit directly or indirectly (except proportionately as a
shareholder) of any loans, advances, guarantees, pledges, or other financial assistance or tax credits pro-
vided by the Corporation or any of its majority-owned subsidiaries, or made any major changes in the
Corporation’s or any of its majority-owned subsidiaries’ businesses or capital structures or reduced the
current rate of dividends payable on the Corporation’s capital stock below the rate in effect immediately
prior to the time such Related Person became a Related Person; and
(iii) such Related Person shall have taken all required actions within its power to ensure that the Corpo-
ration’s Board of Directors included representation by Continuing Directors at least proportionate to the
voting power of the shareholdings of Voting Stock of the Corporation’s Remaining Public Shareholders (as
hereinafter defined), with a Continuing Director to occupy an additional Board position if a fractional right to
a director results and, in any event, with at least one Continuing Director to serve on the Board so long as
there are any Remaining Public Shareholders.
(ed) A proxy statement responsive to the requirements of the Securities Exchange Act of 1934, as amended,
whether or not the Corporation is then subject to such requirements, shall be mailed to the shareholders of the
Corporation for the purpose of soliciting shareholder approval of such action or transaction and shall contain at
the front thereof, in a prominent place, any recommendations as to the advisability or inadvisability of the action
or transaction which the Continuing Directors may choose to state and, if deemed advisable by a majority of the
Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Direc-
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