Sprint - Nextel 2011 Annual Report Download - page 210

the then-outstanding Voting Stock of the Corporation, other than as a result of a stock dividend, stock split o
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similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally; and
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(D) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial
ownership of thirty percent (30%) or more of the Voting Stock of the Corporation
inadvertently, and such Person divests as promptly as practicable, but no later than the
date, if any, set by the Incumbent Directors a sufficient number of shares so that such
Person beneficially owns less than thirty percent (30%) of the Voting Stock of the
Corporation, then no Change in Control shall have occurred as a result of such Person’s
acquisition; or
(ii) the consummation of a reorganization, merger or consolidation of the Corporation with, or the acquisition of the stoc
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or assets of the Corporation by, another Person, or similar transaction (each, a “Business Transaction”), unless, in each
case, immediately following such Business Transaction (A) the Voting Stock of the Corporation outstanding
immediately prior to such Business Transaction continues to represent, directly or indirectly, (either by remaining
outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than fifty
p
ercent (50%) of the combined voting power of the then outstanding shares of Voting Stock or comparable equity
interests of the entity resulting from such Business Transaction (including, without limitation, an entity which as a
result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly o
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through one or more subsidiaries), (B) no Person (other than the Corporation, such entity resulting from such Business
Transaction, or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any
Subsidiary or such entity resulting from such Business Transaction) beneficially owns, directly or indirectly, thirty
p
ercent (30%) or more of the combined voting power of the then outstanding shares of Voting Stock of the entity
resulting from such Business Transaction, and (C) at least a majority of the members of the board of directors of the
entity resulting from such Business Transaction were Incumbent Directors at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Transaction; or
(iii) during any consecutive eighteen (18) month period, more than thirty percent (30%) of the Board ceases to be
comprised of Incumbent Directors; or
(iv) consummation of a transaction that implements in whole or in part a resolution of the stockholders of the Corporation
authorizing a sale of all or substantially all of Corporation’s assets or a complete liquidation or