Classmates.com 2006 Annual Report Download - page 145

the Exchange Act (“Registered Common Stock”), or such Person is not a corporation, and such Person is a direct or indirect Subsidiary
of another Person that has Registered Common Stock outstanding, “Principal Party” shall refer to such other Person; (2) if the Common
Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such Person is a direct or indirect
Subsidiary of another Person but is not a direct or indirect Subsidiary of another Person which has Registered Common Stock
outstanding, “Principal Party” shall refer to the ultimate parent entity of such first-mentioned Person; (3) if the Common Stock of such
Person is not Registered Common Stock or such Person is not a corporation, and such Person is directly or indirectly controlled by more
than one Person, and one or more of such other Persons has Registered Common Stock outstanding, “Principal Party” shall refer to
whichever of such other Persons is the issuer of the Registered Common Stock having the highest aggregate Current Per Share Market
Price; and (4) if the Common Stock of such Person is not Registered Common Stock or such Person is not a corporation, and such
Person is directly or indirectly controlled by more than one Person, and none of such other Persons has Registered Common Stock
outstanding, “Principal Party” shall refer to whichever ultimate parent entity is the corporation having the greatest stockholders’ equity
or, if no such ultimate parent entity is a corporation, shall refer to whichever ultimate parent entity is the entity having the greatest net
assets.
(c) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights
in accordance with this Section 13, and unless prior thereto the Company and such Principal Party shall have executed and delivered to the
Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that
the Principal Party will:
(i) (A) file on an appropriate form, as soon as practicable following the execution of such agreement, a registration statement under
the Securities Act with respect to the shares of Common Stock of such Principal Party that may be acquired upon exercise of the Rights,
(B) cause such registration statement to remain effective (and to include a prospectus complying with the requirements of the Securities
Act) until the Expiration Date, and (C) as soon as practicable following the execution of such agreement take such action as may be
required to ensure that any acquisition of such shares of Common Stock of such Principal Party upon the exercise of the Rights
complies with any applicable state securities or “blue sky” laws; and
(ii) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all
respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act.
(d) In case the Principal Party which is to be a party to a transaction referred to in this Section 13 has a provision in any of its authorized
securities or in its certificate of incorporation, bylaws or other instrument governing its corporate affairs, which provision would have the effect
of (i) causing such Principal Party to issue, in connection with, or as a consequence of, the consummation of a transaction referred to in this
Section 13, shares of Common Stock of such Principal Party at less than the Current Per Share Market Price or securities exercisable for, or
convertible into, shares of Common Stock of such Principal Party at less than the Current Per Share Market Price (other than to holders of Rights
pursuant to this Section 13) or (ii) providing for any special payment, tax or similar provisions in connection with the issuance of the shares of
Common Stock of such Principal Party pursuant to the provisions of this Section 13, then, in such event, the Company shall not consummate any
such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental
agreement providing that the provision in question of such Principal Party shall have been cancelled, waived or amended, or that the authorized
securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of
the proposed transaction.
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