Earthlink 2000 Annual Report Download - page 94

Download and view the complete annual report

Please find page 94 of the 2000 Earthlink annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 134

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134

certificate or certificates representing the Conversion Shares, the Corporation shall issue and deliver, or cause to be delivered, to the Holder of
the Conversion Shares or his nominee or nominees, (i) a certificate or certificates for the number of shares of Common Stock issuable upon the
conversion of such Conversion Shares and (ii) if less than the full number of shares of Series B Preferred Stock evidenced by the surrendered
certificate or certificates are being converted, a new certificate or certificates, of like tenor, evidencing the number of shares evidenced by such
surrendered certificate or certificates less the number of Conversion Shares. Such conversion shall be deemed to have been effected as of the
close of business on the date the Corporation received the Conversion Notice and the certificate or certificates representing the Conversion
Shares, and the Person or Persons entitled to receive the shares of Common Stock issuable upon conversion shall be treated for all purposes as
the holder or holders of record of such shares of Common Stock as of the close of business on such date, provided, however, that if such
conversion by a Holder of Series B Preferred Stock would give rise to the waiting period of the HSR Act, such conversion shall not be effective
and shall be contingent upon (i) the expiration or termination of such waiting period, and (ii) the absence of any action taken or instituted by the
Department of Justice, the Federal Trade Commission or any other governmental entity by the expiration or termination of such waiting period
to delay, enjoin or place conditions on such conversion.
(c) CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK.
(i) If the Corporation should at any time or from time to time after the Issue Date fix a record date for the effectuation of a split or subdivision
of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock, then, as of such record date (or, if no record date is fixed, as of the close of
business on the date on which the Board of Directors adopts the resolution relating to such dividend, distribution, split or subdivision), the
Conversion Price shall be decreased to equal the product of the Conversion Price in effect immediately prior to such date multiplied by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior thereto and the denominator of
which shall be the number of shares of Common Stock outstanding immediately thereafter.
(ii) If the number of shares of Common Stock outstanding at any time or from time to time after the Issue Date is decreased by a combination
of the outstanding shares of Common Stock, then following such combination, the Conversion Price shall be increased to equal the product of
the Conversion Price in effect immediately prior thereto multiplied by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior thereto and the denominator of which shall be the number of shares of Common Stock
outstanding immediately thereafter. So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not combine any
shares of Common Stock unless it likewise combines all shares of Common
7