Classmates.com 2006 Annual Report Download - page 151

Certificates evidencing Rights in such form as may be approved by its board of directors to reflect any adjustment or change in the Purchase
Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with
the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the
Distribution Date and prior to the Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or
sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement or upon the exercise, conversion or exchange
of securities of the Company currently outstanding or issued at any time in the future by the Company and (b) may, in any other case, if deemed
necessary or appropriate by the board of directors of the Company issue Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided , however , that (i) no such Rights Certificate shall be issued and this sentence shall be null and
void ab initio if, and to the extent that, such issuance or this sentence would create a significant risk of or result in material adverse tax
consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in
such options’ or employee plans’ or arrangements’ failing to qualify for otherwise available special tax treatment and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.
Section 23. Redemption and Termination.
(a) The Company may, at its option, upon approval by the board of directors, at any time on or prior to the Close of Business (or such later
date as may be determined by its board of directors) on the earlier of (i) the Distribution Date or (ii) the Final Expiration Date redeem all but not
less than all the then outstanding Rights at a redemption price of $0.001 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date of this Agreement (such redemption price being hereinafter referred to as the
“Redemption Price”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company
(based on the Current Per Share Market Price thereof at the time of redemption), or any other form of consideration deemed appropriate by its
board of directors. The redemption of the Rights by the board of directors of the Company may be made effective at such time on such basis and
with such conditions as the board of directors of the Company in its sole discretion may establish. Any such redemption will be effective
immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the
Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or
more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors
of the Company).
(b) Immediately upon the effectiveness of the redemption of the Rights pursuant to Section 23(a), and without any further action and without
any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption
Price. The Company shall promptly give public notice of any such redemption; provided , however , that the failure to give, or any defect in, any
such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the redemption of the Rights, the Company
shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights at
their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock. Any notice which is mailed in such manner shall be deemed given, whether or not the holder receives the
notice. Each notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor
any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set
forth in this Section 23 or in Section 24, and other than in connection with the purchase of shares of Common Stock prior to the Distribution
Date.
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