Earthlink 2000 Annual Report Download - page 83

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(vi) "Common Stock" shall mean the Corporation's authorized Common Stock, $.01 par value, as constituted on the Issue Date, and any stock
into which such Common Stock may thereafter be changed or reclassified, including, without limitation, any Surviving Entity Securities;
provided, however, that if Common Stock is changed or reclassified into more than one class or series of Equity Securities, the term "Common
Stock" shall refer to the class or series of such Equity Securities having the greatest general voting power in the election of directors of the
Corporation as compared to the other classes or series of Equity Securities.
(vii) "Corporation" means EarthLink, Inc., a Delaware corporation, together with any successors of the Corporation, whether by merger,
consolidation or otherwise, including without limitation a Surviving Entity.
(viii) "Current Market Price" per share of Common Stock on any date shall be deemed to be the Closing Price per share of Common Stock on
the Trading Day immediately prior to such date.
(ix) "Discriminatory Transaction" shall mean any transaction or other corporate action (other than those specifically contemplated by the
express terms of the Governance Agreement and other than those imposed, without the happening of a contingency, on each other stockholder
on an equal basis) which would (i) impose limitations in the legal rights of any Affiliated Equity Holder as a stockholder of the Corporation,
including without limitation, any action which would impose restrictions based upon the size of the security holding, the business in which a
security holder is engaged or other considerations applicable to any Affiliated Equity Holder and not to stockholders generally, (ii) deny any
benefit to any Affiliated Equity Holder, proportionately as a holder of any class of Voting Equity Securities, that is made available to other
holders of Voting Equity Securities, or (iii) otherwise materially adversely discriminate against any such Affiliated Equity Holders as
stockholders of the Corporation; PROVIDED, however, that (a) under no circumstances shall the adoption and implementation of the
corporation of a stockholders' right plan (commonly known as a "poison pill") be deemed to be a Discriminatory Transaction if such plan
would be permitted under Section 4.03 of the Governance Agreement; (b) under no circumstances shall a Business Combination be deemed a
Discriminatory Transaction if in such Business Combination (A) neither the Liquidation Value nor the Conversion Price of the Series A Stock
is changed, and (B) upon consummation of such Business Combination, the automatic conversion of all outstanding shares of Series A Stock
into shares of Common Stock thereupon and, if applicable, the acceleration of the full amount of the Liquidation Accretion Dividends as
contemplated by the last sentence of Section 3(a)(i) of this Certificate of Designation, the holders of Series A Stock shall be offered the right to
receive consideration at the same times (except for any differences in the times at which such holders receive such consideration that occur
because of the application of the HSR Act (or any
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