Classmates.com 2006 Annual Report Download - page 143

which complies with Section 11(o)), (ii) merge with or into any other Person (other than a Subsidiary of the Company in a transaction which
complies with Section 11(o)), or (iii) sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of transactions,
assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with
Section 11(o)), if (x) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or
securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by
the Rights or (y) prior to, simultaneously with or immediately after such consolidation, merger or sale, the Person which constitutes, or would
constitute, the Principal Party (as defined in Section 13(b)) shall have distributed or otherwise transferred to its stockholders or other persons
holding an equity interest in such Person, Rights previously owned by such Person or any of its Affiliates and Associates; provided , however ,
this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, merge with or into, or sell or transfer assets
or earning power to, any other Subsidiary of the Company.
(o) After the Distribution Date, the Company shall not, except as permitted by Section 23 or Section 26, take (or permit any of its Subsidiaries
to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights.
(p) If, at any time after the date of this Agreement and prior to the Distribution Date, the Company shall (i) declare or pay any dividend on
outstanding shares of Common Stock of the Company payable in shares of Common Stock of the Company or (ii) effect a subdivision,
combination or consolidation of the Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of
Common Stock of the Company) into a greater or lesser number of shares of Common Stock of the Company, then in any such case the number
of Units of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of
Units of Preferred Stock so purchasable immediately prior to such event by a fraction, the numerator of which shall be the number of shares of
Common Stock of the Company outstanding immediately before such event and the denominator of which shall be the number of shares of
Common Stock of the Company outstanding immediately after such event. The adjustments provided for in this Section 11(p) shall be made
successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected.
Section 12. Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and
13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such
adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock of the Company or Units of Preferred
Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 25 hereof.
Notwithstanding the foregoing sentence, the failure by the Company to make such certification or give such notice shall not affect the validity of
or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on
any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such
certificate.
Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.
(a) In the event that, following a Share Acquisition Date, directly or indirectly, (x) the Company shall consolidate with, or merge with and
into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), and the Company shall not
be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)) shall consolidate with the Company, or merge with and into the Company and the Company
shall be the continuing or
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