Classmates.com 2006 Annual Report Download - page 138

or any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to
such plan acting in such capacity, assets (including securities) on terms and conditions less favorable to the Company or such
Subsidiary or plan than those that could have been obtained in arm’s-length negotiations with an unaffiliated third party, other
than pursuant to a transaction set forth in Section 13(a), (4) 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 or any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary
with respect to such plan acting in such capacity (other than transactions, if any, consistent with those engaged in, as of the
date hereof, by the Company and such Acquiring Person or such Associate or Affiliate), assets (including securities or
intangible assets) having an aggregate fair market value of more than $5,000,000, other than pursuant to a transaction set forth
in Section 13(a), (5) receive, or any designee, agent or representative of such Acquiring Person or any Affiliate or Associate of
such Acquiring Person shall receive, any compensation from the Company or any of its Subsidiaries other than compensation
for full-time employment as a regular employee at rates in accordance with the Company’s (or its Subsidiaries’) past practices,
or (6) receive the benefit, directly or indirectly (except proportionately as a holder of shares of Common Stock of the Company
or as required by law or governmental regulation), of any loans, advances, guarantees, pledges or other financial assistance or
any tax credits or other tax advantages provided by the Company or any of its Subsidiaries or any employee benefit plan
maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such
capacity; or
(C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any merger or consolidation of the Company with any of its Subsidiaries or
any other transaction or series of transactions involving the Company or any of its Subsidiaries, other than a transaction or
transactions to which the provisions of Section 13(a) apply (whether or not with or into or otherwise involving an Acquiring
Person), which has the effect, directly or indirectly, of increasing by more than one percent the proportionate share of the
outstanding shares of any class of equity securities of the Company or any of its Subsidiaries that is directly or indirectly
beneficially owned by any Acquiring Person or any Person or any Associate or Affiliate of any Acquiring Person;
then promptly following the occurrence of an event described in Section 11(a)(ii)(A), (B) or (C) (a “Section 11(a)(ii) Event”), proper
provision shall be made so that each holder of a Right, except as otherwise provided in Section 7(e), shall thereafter have the right to
receive for each Right, upon exercise thereof in accordance with the terms of this Agreement and payment of the then-current Purchase
Price, in lieu of the number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, such number of Units of Preferred Stock as shall equal the result obtained by multiplying the then-current
Purchase Price by the then number of Units of Preferred Stock for which a Right was exercisable (or would have been exercisable if the
Distribution Date had occurred) immediately prior to the first occurrence of a Triggering Event, and dividing that product by 50% of the
Current Per Share Market Price for shares of Common Stock on the date of occurrence of the Triggering Event (such number of Units
of Preferred Stock being hereinafter referred to as the “Adjustment Shares”). Upon the occurrence of a Section 13 Event, any Rights
that shall not have been previously exercised pursuant to this Section 11(a)(ii) shall thereafter be exercisable only pursuant to
Section 13 and not pursuant to this Section 11(a)(ii).
(iii) In the event that the number of shares of Preferred Stock which are authorized by the Company’s certificate of incorporation but
not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit the exercise in
full of the
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