Classmates.com 2006 Annual Report Download - page 131

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”Section 11(a)(iii) Trigger Date” shall have the meaning set forth in Section 11(a)(iii).
”Section 13 Event” shall mean any event described in clause (x), (y) or (z) of Section 13(a).
”Section 24(a) Exchange Ratio” shall have the meaning set forth in Section 24(a).
”Securities Act” shall mean the Securities Act of 1933, as amended, or any successor statute.
”Share Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has
become such.
”Spread” shall have the meaning set forth in Section 11(a)(iii).
”Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.
”Trading Day” shall have the meaning set forth in Section 11(d)(i).
”Triggering Event” shall mean any Section 11(a)(ii) Event or any Section 13 Event.
”Unit” shall have the meaning set forth in the recitals to this Agreement.
Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance
with the terms and conditions of this Agreement, and the Rights Agent hereby accepts such appointment. The Company may from time to time
appoint co-Rights Agents as it may deem necessary or desirable upon ten days prior written notice to the Rights Agent. The Rights Agent shall
have no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-Rights Agent.
Section 3. Issue of Rights Certificates.
(a) Until the earlier of (i) the Close of Business on the tenth day after the Share Acquisition Date and (ii) the Close of Business on the tenth
Business Day (or such later date as may be determined by action of the Company’s board of directors prior to such time as any Person becomes
an Acquiring Person and of which the Company will give the Rights Agent prompt written notice) after the date that a tender or exchange offer
by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity holding shares of Common Stock for or pursuant to the terms of any such plan) is commenced within the meaning of
Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding shares of
Common Stock for or pursuant to the terms of any such plan) to commence a tender or exchange offer, if upon consummation thereof such
Person would be the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding (the earlier of (i) and
(ii) above being the “Distribution Date”), (
x) the Rights will be evidenced (subject to the provisions of Section 3(b)) by the certificates for shares
of Common Stock of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Rights
Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with
the transfer of shares of Common Stock of the Company. As soon as practicable after the Distribution Date, the Company will notify the Rights
Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the
Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-
prepaid mail, to each record
holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on
the records of the Company, a Rights Certificate, in substantially the form of Exhibit B (a “Rights Certificate”),
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