Earthlink 2000 Annual Report Download - page 75

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such holders to subscribe for or purchase Common Stock at a price per share less than the Current Market Price per share of the Common Stock
on the record date for the determination of stockholders entitled to receive such rights or warrants, then, and in each such case, the number of
shares of Common Stock into which each share of Series A Preferred Stock is convertible shall be adjusted so that the holder of each share
thereof shall be entitled to receive, upon the conversion thereof, the number of shares of Common Stock determined by multiplying the number
of shares of Common Stock into which such share was convertible on the day immediately prior to such record date by a fraction, (A) the
numerator of which is the sum of (1) the number of shares of Common Stock outstanding on such record date and (2) the number of additional
shares of Common Stock which such rights or warrants entitle holders of Common Stock to subscribe for or purchase
("Offered Shares"), and (B) the denominator of which is the sum of (1)
the number of shares of Common Stock outstanding on the record date and (2) a fraction, (x) the numerator of which is the product of the
number of Offered Shares multiplied by the subscription or purchase price of the Offered Shares and (y) the denominator of which is the
Current Market Price per share of Common Stock on such record date. Such adjustment shall become effective immediately after such record
date.
(iv) If the Corporation shall be a party to any transaction, including any capital reorganization, reclassification or recapitalization involving the
Common Stock of the Corporation (other than (A) a transaction described in clauses (i) and (ii) of this
Section 5(c) or in Section 3(b) or (B) a consummated Business Combination), or some other form of transaction (other than a consummated
Business Combination) in which the previously outstanding shares of Common Stock shall be changed into or, pursuant to the operation of law
or the terms of the transaction to which the Corporation is a party, exchanged, or would have been changed or exchanged as required by the
Certificate of Incorporation if such Common Stock were outstanding, for different securities of the Corporation or common stock or other
securities of another corporation or interests in a non-corporate entity (such other corporation or non-
corporate entity is referred to herein as the
"Surviving Entity") or other property (including cash) or any combination of the foregoing, then, as a condition to the consummation of such
transaction, lawful and adequate provision shall be made whereby the Holders of the Series A Preferred Stock shall thereafter have the right to
receive, in lieu of the shares of Common Stock of the Corporation immediately theretofore receivable with respect to the conversion of such
shares of Series A Preferred Stock, such shares of stock or securities (such stock and securities are referred to herein as the "Surviving Entity
Securities") or assets as would have been issued or payable with respect to or in exchange for the shares of Common Stock which such holders
would have held had the shares of Series A Preferred Stock been converted immediately prior to such transaction. In any such case, appropriate
provisions shall be made with respect to the rights and interests of the Holders of the Series A Preferred Stock to the end that such conversion
rights (including,
8