Classmates.com 2006 Annual Report Download - page 140

(c) If the Company shall fix a record date for a distribution to all holders of Units of Preferred Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash
(other than a regular quarterly cash dividend), assets (other than a dividend payable in Units of Preferred Stock but including any dividend
payable in equity securities other than Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(d)), the
Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the then Current Per Share Market Price (as determined pursuant to Section 11(d)) of
the Preferred Stock on such record date, less the fair market value (as determined in good faith by the board of directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent and shall be conclusive and binding on the Rights Agent and the
holders of the Rights) of the cash, assets or evidences of indebtedness to be distributed or of such subscription rights or warrants distributable in
respect of a share of Preferred Stock, and the denominator of which shall be such Current Per Share Market Price of a share of Preferred Stock.
Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the
Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the “Current Per Share Market Price” of any security on any date shall be deemed to be
the average of the daily closing prices per share of such security for the thirty consecutive Trading Days (as such term is hereinafter defined)
ending on and including the Trading Day immediately prior to such date; provided , however
, that in the event that the Current Per Share Market
Price of the security is determined during a period following the announcement by the issuer of such security of (A) a dividend or distribution on
such security payable in shares of such security or securities convertible into such shares, or (B) any subdivision, combination or reclassification
of such security and prior to the expiration of thirty Trading Days after and not including the ex-dividend date for such dividend or distribution,
or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be
appropriately adjusted to reflect the current market price per share equivalent of such security. The closing price for each day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq
Stock Market (“NASDAQ”) or, if the security is not listed or admitted to trading on the NASDAQ, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal national securities exchange on which the security is listed or
admitted to trading or, if the security is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the NASDAQ or such other system then
in use, or, if on any such date the security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by
a professional market maker making a market in the security selected by the board of directors of the Company. If on any such date no market
maker is making a market in the security, the Current Per Share Market Price of such security on such date shall mean the fair value per share or
other trading unit as determined in good faith by the board of directors of the Company as provided for above (which determination shall be
described in a statement filed with the Rights Agent and shall be conclusive and binding on the Rights Agent, the holders of the Rights and all
other persons). The term “Trading Day” shall mean a day on which the principal national securities exchange on which the security is listed or
admitted to trading is open for the transaction of business or, if the security is not listed or admitted to trading on any national securities
exchange, a Business Day.
(ii) For the purpose of any computation hereunder, the Current Per Share Market Price of the Preferred Stock shall be determined in
accordance with the method set forth in Section 11(d)(i). If the Current Per Share Market Price of the Preferred Stock cannot be
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