BB&T 2015 Annual Report Download - page 302

Trustee. The expense of retaining any actuaries, counsel, and other experts deemed necessary by the Trustee to make such
determinations shall be a Trust expense within the meaning of Section 7.2.
5.1.6 For purposes of this Trust Agreement, “Change of Control” means the earliest of the following dates:
(1) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934) together with its or their affiliates, excluding employee benefit plans of the Company or Branch
Banking and Trust Company (“BB&T”), is or becomes, directly or indirectly, the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of the Company or BB&T
representing twenty percent (20%) or more of the combined voting power of the Company’s or BB&T’ s then
outstanding securities (excluding the acquisition of securities of BB&T by an entity at least eighty percent (80%) of the
outstanding voting securities of which are, directly or indirectly, beneficially owned by the Company); or
(2) the date, when as a result of a tender offer or exchange offer for the purchase of securities of the
Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger,
share exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals who at
the beginning of any two-year period during the duration of this Trust Agreement constitute the Company’s Board of
Directors, plus new directors whose election or nomination for election by the Company’s shareholders is approved by
a vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-year period
(“Continuing Directors”‘), cease for any reason during such two-year period to constitute at least two-thirds (2/3) of the
members of such Board of Directors; or
(3) the date the shareholders of the Company approve a merger, share exchange or consolidation of the
Company with any other corporation or entity regardless of which entity is the survivor, other than a merger, share
exchange or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the
surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of the
Company or such surviving or acquiring entity outstanding immediately after such merger or consolidation; or
(4) the date the shareholders of the Company approve a plan of complete liquidation or winding-up of the
Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;
or
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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