Classmates.com 2006 Annual Report Download - page 141

determined in the manner provided above or if the Preferred Stock is not publicly held or listed or traded in a manner described in
Section 11(d)(i), the Current Per Share Market Price of the Preferred Stock shall be conclusively deemed to be an amount equal to the
product of $1,000 (as such amount may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations
with respect to shares of Common Stock of the Company occurring after the date of this Agreement) multiplied by the Current Per
Share Market Price of Common Stock of the Company. If no shares of the Common Stock of the Company or the Preferred Stock are
publicly held or so listed or traded, “Current Per Share Market Price” of the Preferred Stock shall mean the fair value per share 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. For all purposes of this Agreement,
the Current Per Share Market Price of a Unit of Preferred Stock shall be equal to the Current Per Share Market Price of one share of
Preferred Stock divided by 1,000.
(e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least one percent
in the Purchase Price; provided , however , that any adjustments which by reason of this Section 11(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or
to the nearest one-hundred-thousandth (1/100,000) of a share of Preferred Stock or one-hundredth (1/100) of any other share or security as the
case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the
earlier of (i) three years from the date of the transaction which requires such adjustment or (ii) the Expiration Date.
(f) If as a result of an adjustment made pursuant to Section 11(a)(ii), the holder of any Rights thereafter exercised shall become entitled to
receive any shares of capital stock of the Company other than Units of Preferred Stock, thereafter the number of such other shares so receivable
upon exercise of any Rights and the Purchase Price thereof shall be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a), (b), (c), (d), (e), (g), (h), (i), (j), (k),
(l) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock shall apply on like terms to any such other
shares.
(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price shall evidence the right to purchase,
at the adjusted Purchase Price, the number of Units of Preferred Stock purchasable from time to time upon exercise of the Rights, all subject to
further adjustment as provided in this Agreement.
(h) Unless the Company shall have exercised its election under Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Sections 11(b) and (c), each Right outstanding immediately prior to the making of such adjustment shall thereafter evidence
the right to purchase, at the adjusted Purchase Price, that number of Units of Preferred Stock (calculated to the nearest one-
millionth of a share of
Preferred Stock) obtained by dividing (i) the product obtained by multiplying (x) the number of Units of Preferred Stock covered by a Right
immediately prior to this adjustment by (y) the Purchase Price in effect immediately prior to such adjustment of the Purchase Price, by (ii) the
Purchase Price in effect immediately after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of Units of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exercisable for the number of Units of Preferred Stock for which a Right was exercisable
immediately prior to such ajustment. Each right held of record prior to such
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