Earthlink 2007 Annual Report Download - page 128

the shares of Class A Common Stock are converted into another security, and the Class B Common Stock has not automatically
converted and will not do so pursuant to any other provision of this Article 5.1
, then a holder of Class B Common Stock shall be entitled
to upon conversion (in accordance with the Class B Conversion Rate then in effect) the amount of such security that such holder would
have received if such conversion into another security had occurred immediately prior to the record date of such reclassification or other
similar transaction.
7. The definitions of the following terms provided in Article 10 shall be deleted in their entirety and replaced with the following:
"Change of Control"
shall mean (i) a Management Company Change in Control or (ii) an Operating Company Change in Control.
"Control" (and "Controlling" and "Controlled" ), as used with respect to any Entity, shall mean possession, directly or
indirectly, of the power to direct or cause the direction of management policies of such Entity through the ownership of Voting Securities
or by contract.
"Initial Member" shall mean and refer to SKT Holdings, EarthLink and the Management Company and any of their permitted
successors or assigns.
"Person" means any human being, firm, corporation, partnership, or other entity. "Person" also includes any human being, firm,
corporation, partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act. For purpose of the definition of
Change of Control and the defined terms referenced therein, the term "Person" does not include the Management Company, the
Operating Company or any of their Affiliates, and the term Person does not include any employee-benefit plan maintained by the
Management Company, the Operating Company or any of their Affiliates, or any person or entity organized, appointed, or established by
the Management Company, the Operating Company or any of their Affiliates for or pursuant to the terms of any such employee-benefit
plan, unless the Board determines that such an employee-benefit plan or such person or entity is a "Person".
10. The following definitions are hereby added to Article 10:
"Change of Control Date" means the date on which a Change of Control occurs. If any such change in control occurs on account
of a series of transactions, the "Change of Control Date" is the date of the last of such transactions.
"Continuing Director" means any member of the Board whose nomination for or election to the Board was recommended or
approved by the Initial Members or a majority of the Continuing Directors.
"Management Company Acquiring Person" means that a Person, considered alone or as part of a "group" within the meaning of
Section 13(d)(3) of the Exchange Act, as amended, other than an Initial Member (as identified in the definition of Member) or any
Affiliate, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of securities
representing more than fifty percent (50%) of the Management Company's then outstanding securities entitled to vote generally in the
election of the Board.
"Management Company Change in Control" means (i) a Person, other than an Initial Member, is or becomes a Management
Company Acquiring Person; (ii) holders of the securities of the Management Company entitled to vote thereon approve any agreement
with a Person, other than an Initial Member or any Affiliate, (or, if such approval is not required by applicable law and is not solicited by
the Management Company, the closing of such an agreement) that involves the transfer of all or substantially all of the Management
Company's assets on a consolidated basis; (iii) holders of the securities of the Management Company entitled to vote thereon approve a
transaction (or, if such approval is not required by applicable law and is not solicited by the
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