Classmates.com 2006 Annual Report Download - page 153

period of up to sixty days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any
authorization of additional shares of Preferred Stock and/or to decide the appropriate form of distribution to be made pursuant to the above
provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended.
Section 25. Notice of Certain Events .
(a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any
other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred
Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other
securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision
of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect
any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken
as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company or (vi) to declare or pay any dividend on
the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or
consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of
Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26, a notice
of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the
date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of
participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be
fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten days prior to the record date for
determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior
to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the
Company and/or shares of Preferred Stock, whichever shall be the earlier.
(b) In case any of the events set forth in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter give to each
holder of a Rights Certificate, in accordance with Section 26, a notice of the occurrence of such event, which notice shall describe such event and
the consequences of such event to holders of Rights under Section 11(a)(ii). In the event any Person becomes an Acquiring Person, the Company
will promptly notify the Rights Agent thereof.
Section 26. Notices . Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any
Rights Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Company with the Rights Agent) as follows:
United Online, Inc.
2555 Townsgate Road
Westlake Village, CA 91361
Tel: [phone]
Fax: [phone]
Attn: General Counsel
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