Exelon 2015 Annual Report Download - page 515

(c) Consummation of a reorganization, merger or consolidation (“Merger”), or the sale or other disposition of more than 50% of the
operating assets of Exelon (determined on a consolidated basis), other than in connection with a sale-leaseback or other arrangement
resulting in the continued utilization of such assets (or the operating products of such assets) by Exelon (such reorganization,
merger, consolidation, sale or other disposition, a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant
to which:
(i) all or substantially all of the individuals and entities who are the Beneficial Owners, respectively, of the outstanding
common stock of Exelon and outstanding Voting Securities of Exelon immediately prior to such Corporate Transaction
beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting 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 Exelon or all or substantially all of the assets of Exelon either
directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to
such Corporate Transaction of the outstanding common stock of Company and outstanding Voting Securities of Exelon, as
the case may be;
(ii) no SEC Person (other than the corporation resulting from such Corporate Transaction, and any Person which beneficially
owned, immediately prior to such corporate Transaction, directly or indirectly, 20% or more of the outstanding common
stock of Exelon or the outstanding Voting Securities of Exelon, as the case may be) becomes a 20% Owner, directly or
indirectly, of the then-outstanding common stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding voting securities of such corporation; 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) Approval by Exelon’s shareholders of a plan of complete liquidation or dissolution of Exelon, other than a plan of liquidation or
dissolution which results in the acquisition of all or substantially all of the assets of Exelon by an affiliated company.
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Source: BALTIMORE GAS & ELECTRIC CO, 10-K, February 10, 2016 Powered by Morningstar® Document Research℠
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