Classmates.com 2006 Annual Report Download - page 128

“Acquiring Person, then such Person shall not be deemed to be an “Acquiring Person” for any purpose of this Agreement.
”Adjustment Shares” shall have the meaning set forth in Section 11(a)(ii).
”Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the Exchange Act Regulations (as
hereinafter defined) as in effect on the date of this Agreement.
A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “beneficially own,” any securities:
(i) which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of
Section 13(d) of the Exchange Act (as hereinafter defined) and Rule 13d-3 thereunder (or any comparable or successor law or
regulation); or
(ii) which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has (A) the right to acquire (whether
such right is exercisable immediately, contingently or only after the passage of time) pursuant to any agreement, arrangement or
understanding (whether or not in writing, other than customary agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than
the Rights), warrants or options, or otherwise; provided, however , that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such
Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant
to any agreement, arrangement or understanding; provided further, however , that a Person shall not be deemed the “Beneficial Owner”
of, or to “beneficially own,” any security under this subparagraph (ii) as a result of an agreement, arrangement or understanding to vote
such security if such agreement, arrangement or understanding: (x) arises solely from a revocable proxy given in response to a public
proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act and the Exchange
Act Regulations, and (y) is not reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or
(iii) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such
Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing,
other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering
of securities), for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to clause (B) of
subparagraph (ii) above) or disposing of any securities of the Company; provided, however , that in no case shall an officer or director
of the Company be deemed (A) the Beneficial Owner of any securities beneficially owned by another officer or director of the
Company solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Company or (B) the
Beneficial Owner of securities held of record by the trustee of any employee benefit plan of the Company or any Subsidiary of the
Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than such officer or director, by
reason of any influence that such officer or director may have over the voting of the securities held in the plan;
Notwithstanding anything in this definition of
“Beneficial Owner” and “beneficially own” to the contrary, the phrase “then outstanding,” when
used with reference to a Person who is the Beneficial Owner of securities of the Company, shall mean the number of such securities then issued
and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to
beneficially own hereunder.
”Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.
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