Seagate 2009 Annual Report Download - page 175

(i) The sale, exchange, lease or other disposition of all or substantially all of the assets of the Company to a person or
group of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act (other than to Silver Lake
Partners and its affiliates, Texas Pacific Group and its affiliates, or any group controlled by one or more of the foregoing), that will continue the
business of the Company in the future;
(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 of related persons, as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the
Exchange Act, is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the voting securities of
the Company (including by way of merger, consolidation or otherwise);
(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.
Notwithstanding the foregoing, a restructuring of the Company for the purpose of changing the domicile of the Company (including,
but not limited to, any change in the structure of the Company resulting from the process of moving its domicile from the Cayman Islands to
Ireland or from and to other jurisdictions), reincorporation of the Company or other similar transaction involving the Company (a “Restructuring
Transaction”) will not constitute a Change in Control if, immediately after the Restructuring Transaction, the shareholders of the Company
immediately prior to such Restructuring Transaction represent, directly or indirectly, more than fifty percent (50%) of the total voting power of
the surviving publicly-traded entity.
2.5 “Code” means the U.S. 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.