Seagate 2005 Annual Report Download - page 132

(ii) A merger or consolidation involving the Company in which the voting securities of the Company owned by the
shareholders of the Company immediately prior to such merger or consolidation do not represent, after conversion if applicable,
more than fifty percent (50%) of the total voting power of the surviving controlling entity outstanding immediately after such
merger or consolidation; provided that any person who (1) was a beneficial owner (within the meaning of Rules 13d-3 and 13d-5
promulgated under the Exchange Act) of the voting securities of the Company immediately prior to such merger or consolidation,
and (2) is a beneficial owner of more than 20% of the securities of the Company immediately after such merger or consolidation,
shall be excluded from the list of “shareholders of the Company immediately prior to such merger or consolidation” for purposes of
the preceding calculation;
(iii) Any person or group (other than Silver Lake Partners and its affiliates, Texas Pacific Group and its affiliates, or any group
controlled by one or more of the foregoing) is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total
voting power of the voting stock of the Company (including by way of merger, consolidation or otherwise) and the representatives
of Silver Lake Partners and its affiliates, Texas Pacific Group and its affiliates, or any group in which any of the foregoing is a
member, individually or in the aggregate, cease to have the ability to elect a majority of the Board (for the purposes of this
clause (iii), a member of a group will not be considered to be the Beneficial Owner of the securities owned by other members of the
group);
(iv) During any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board
(together with any new Directors whose election by such Board or whose nomination for election by the shareholders of the
Company was approved by a vote of a majority of the Directors of the Company then still in office, who were either Directors at the
beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board then in office; or
(v) A dissolution or liquidation of the Company.
2.5. “Code” means the Internal Revenue Code of 1986, as amended.
2.6. “Committee” means a committee of one or more members of the Board (or other individuals who are not members of the Board to
the extent allowed by law) appointed by the Board in accordance with Section 3.3 of the Plan.
2.7. “Common Stock” means the common shares of the Company.
2.8. “Company” means Seagate Technology, a limited company domiciled in the Cayman Islands.
2.9. “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory
services and who is compensated for such services or (ii) who is a member of the board of directors of an Affiliate. However, the term
“Consultant” shall not include either Directors who are not compensated by the Company for their services as a Director or Directors who are
compensated by the Company solely for their services as a Director.
2.10. “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a
change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s
2