Classmates.com 2006 Annual Report Download - page 109

persons whomsoever herein are granted subject to this reservation. No amendment, alteration, change or repeal of Articles 4, 5, 6 or 8 of the
Certificate of Incorporation shall be effective unless approved by sixty-six and two-
thirds percent of the outstanding shares of voting stock of the
Corporation then entitled to vote on the election of directors of the Corporation.
ARTICLE 8
The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal or legal representatives; provided, however , that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article 8 shall include the right to have paid
by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article 8 to directors and officers of the
Corporation.
The rights to indemnification and to the advance of expenses conferred in this Article 8 shall not be exclusive of any other right which any
person may have or hereafter acquire under the Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
Any repeal or modification of this Article 8 by the stockholders of the Corporation shall not adversely affect any rights to indemnification and
to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any
acts or omissions occurring prior to such repeal or modification.
ARTICLE 9
Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in
a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the
Corporation under the provisions of Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of the DGCL order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the
said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the
Corporation, as the case may be, and also on the Corporation.
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