Classmates.com 2006 Annual Report Download - page 137

dated, the next succeeding Business Day on which such transfer books are open; provided further , however , that if delivery of Units of
Preferred Stock (or such other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of
such Units of Preferred Stock (or such other securities) only when such Units first become deliverable. Prior to the exercise of the Rights
evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to securities
for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise
any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as expressly provided in this
Agreement.
Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number and kinds of securities
covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the Preferred Stock payable in
shares of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C) combine the outstanding Preferred Stock into a smaller
number of shares Preferred Stock, or (D) issue any shares of its capital stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), except as
otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the number and kind of shares of capital stock for which the Rights shall be exercisable,
shall be proportionately adjusted so that the holder of any Rights exercised after such time shall be entitled to receive, upon payment of the
Purchase Price then in effect, the aggregate number and kind of shares of capital stock which, if such Rights had been exercised immediately
prior to such date and at a time when the applicable transfer books were open, such holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision, combination or reclassification; provided , however , that in no event shall the
consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock issuable upon exercise
of one Right. If an event occurs which would require an adjustment under both this Section 11(a)(i) and Section 11(a)(ii), the adjustment
provided for in this Section 11(a)(i) shall be in addition, and shall be made prior, to any adjustment required pursuant to Section 11(a)(ii).
(ii) Subject to Section 24, if:
(A) any Person shall become an Acquiring Person, unless the event causing the Person to become an Acquiring Person is a
transaction to which the provisions of Section 13(a) apply;
(B) any Acquiring Person or any Associate or Affiliate of any Acquiring Person, at any time after the date of this
Agreement, directly or indirectly, shall (1) merge into the Company or otherwise combine with the Company and the Company
shall be the continuing or surviving corporation of such merger or combination and shares of Common Stock of the Company
shall remain outstanding and unchanged, (2) in one transaction or a series of transactions, transfer any assets to the Company
or any of its Subsidiaries in exchange (in whole or in part) for shares of Common Stock of the Company, for other equity
securities of the Company or any of its Subsidiaries, or for securities exercisable for or convertible into shares of equity
securities of the Company or any of its Subsidiaries (whether shares of Common Stock of the Company or otherwise) or
otherwise obtain from the Company or any of its Subsidiaries, with or without consideration, any additional shares of such
equity securities or securities exercisable for or convertible into such equity securities (other than pursuant to a pro rata
distribution to all holders of shares of Common Stock of the Company), (3) sell, purchase, lease, exchange, mortgage, pledge,
transfer or otherwise acquire or dispose of, in one transaction or a series of transactions, to, from or with the Company or any
of its Subsidiaries
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