Best Buy 2009 Annual Report Download - page 93

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(2) a Person shall not be deemed the Beneficial Owner of shares or securities with respect to which the
Person has the power to vote or direct the voting arising solely from a revocable proxy given in response to a
proxy solicitation required to be made and made in accordance with the applicable rules and regulations under
the Securities Exchange Act of 1934 and is not then reportable under that act on a Schedule 13D or comparable
report, or, if this corporation is not subject to the rules and regulations under the Securities Exchange Act of 1934,
would have been required to be made and would not have been reportable if this corporation had been subject
to such rules and regulations.
‘‘Beneficial ownership’’ includes, but is not limited to, the right to acquire shares or securities through the exercise of
options, warrants or rights, or the conversion of convertible securities, or otherwise. The shares or securities subject to
the options, warrants, rights or conversion privileges held by a Person shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding shares or securities of the class or series owned by the Person, but
shall not be deemed to be outstanding for the purpose of computing the percentage of the class or series owned by
any other Person. A Person shall be deemed the Beneficial Owner of shares and securities Beneficially Owned by any
relative or spouse of the Person or any relative of the spouse, residing in the home of the Person, any trust or estate in
which the Person owns ten percent (10%) or more of the total beneficial interest or serves as trustee or executor or in a
similar fiduciary capacity, any organization in which the Person owns ten percent (10%) or more of the equity, and any
Affiliate of the Person.
When two or more Persons act or agree to act as a partnership, limited partnership, syndicate or other group for the
purposes of acquiring, owning or voting shares or other securities of a corporation, all members of the partnership,
syndicate or other group are deemed to constitute a ‘‘Person’’ and to have acquired Beneficial Ownership, as of the
date they first so act or agree to act together, of all shares or securities of the corporation Beneficially Owned by the
Person.
(d) The phrase ‘‘Business Combination’’ means any of the following:
(1) any merger of this corporation or any Subsidiary of this corporation with (a) a Related Person or (b) any
other organization (whether or not itself a Related Person) that is, or after the merger would be, an Affiliate or
Associate of a Related Person, but excluding (i) the merger of a wholly owned Subsidiary of this corporation into
this corporation, (ii) the merger of two or more wholly owned Subsidiaries of this corporation, or (iii) the merger of
an organization, other than a Related Person or an Affiliate or Associate of a Related Person, with a wholly owned
Subsidiary of this corporation pursuant to which the surviving organization, immediately after the merger, becomes
a wholly owned Subsidiary of this corporation; or
(2) any exchange of shares or other securities of this corporation or any Subsidiary of this corporation or
money or other property for shares, other securities, money or property of (a) a Related Person or (b) any other
organization (whether or not itself a Related Person) that is, or after the exchange would be, an Affiliate or
Associate of a Related Person, but excluding the exchange of shares of a domestic or foreign corporation, other
than a Related Person or an Affiliate or Associate of a Related Person, pursuant to which the domestic or foreign
corporation, immediately after the exchange, becomes a wholly owned Subsidiary of this corporation; or
(3) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in a single transaction or a
series of transactions), other than sales of goods or services in the ordinary course of business or redemptions
pursuant to Minnesota Statutes, Section 302A.671, subdivision 6, to or with a Related Person or any Affiliate or
Associate of a Related Person, other than to or with this corporation or a wholly owned Subsidiary of this
corporation, of assets of this corporation or any Subsidiary of this corporation (a) having an aggregate market
value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a
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