SATISFACTORY TO THE MANAGEMENT COMPANY BY THE PERSON
CLAIMING THE CERTIFICATE TO BE LOST OR DESTROYED.
16.5.
MOST FAVORED COMPANY.
EACH OF SKTI AND EARTHLINK
SHALL USE ITS REASONABLE BEST EFFORTS TO MAKE AVAILABLE TO THE OPERATING COMPANY
AND ITS SUBSIDIARIES THE BENEFITS OF ITS AGREEMENTS WITH VENDORS ON TERMS NO
LESS FAVORABLE THAN THOSE GENERALLY AVAILABLE TO IT OR ITS AFFILIATES.
16.6.
MOST FAVORED PRICING.
EACH OF SKTI AND EARTHLINK
SHALL OFFER ITS PRODUCTS AND SERVICES TO THE OPERATING COMPANY ON MOST FAVORED
CUSTOMER PRICING TERMS FOR SUBSTANTIALLY SIMILAR VOLUMES OF SUBSTANTIALLY
SIMILAR PRODUCTS AND SERVICES.
IF THE OPERATING COMPANY AGREES TO SUCH PRICING,
THE OPERATING COMPANY AND EARTHLINK OR SKT, AS APPLICABLE, SHALL ENTER INTO
COMMERCIALLY REASONABLE AGREEMENTS CONTAINING SUCH PRICING AND OTHER
COMMERCIALLY STANDARD TERMS.
16.7.
CHANGE OF CONTROL.
IF THERE IS A CHANGE OF CONTROL,
THE OPERATING COMPANY HAS NO OBLIGATION TO MAKE A DISPOSITION OF ANY OF ITS
PROPERTIES OR TO TAKE ANY OTHER ACTION TO ELIMINATE ANY RESULTING PRODUCT OR
SERVICE OVERLAPS WITH SKTI OR EARTHLINK, AS THE CASE MAY BE, OR REGULATORY
CONFLICTS.
16.8.
STANDSTILL.
NO CLASS B MEMBER SHALL, AND EACH CLASS B
MEMBER SHALL CAUSE ITS SUBSIDIARIES TO NOT, TAKE ANY OF THE FOLLOWING ACTIONS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER CLASS B MEMBERS, OR THE BOARD OF
DIRECTORS OF THE MANAGEMENT COMPANY, AS APPROPRIATE:
33
(A)
ACQUIRE OR SEEK TO ACQUIRE BENEFICIAL
OWNERSHIP OF ANY SECURITIES, INCLUDING RIGHTS OR OPTIONS, OF ANOTHER CLASS B
MEMBER OR THE OPERATING COMPANY (OTHER THAN, WITH RESPECT TO THE OPERATING
COMPANY, AS PERMITTED BY THIS AGREEMENT, THE MANAGEMENT COMPANY CERTIFICATE OR
ANY OTHER ANCILLARY AGREEMENT);
(B)
PROPOSE TO ENTER INTO ANY MERGER, PURCHASE
OF SUBSTANTIALLY ALL THE ASSETS OR ANY OTHER BUSINESS COMBINATION INVOLVING
ANOTHER CLASS B MEMBER;
(C)
PARTICIPATE IN ANY SOLICITATION OF PROXIES
TO VOTE, OR SEEK TO ADVISE ANY PERSON WITH RESPECT TO THE VOTING OF, ANY
SECURITIES OF ANOTHER CLASS B MEMBER; PROPOSE ANY STOCKHOLDER PROPOSALS FOR
SUBMISSION TO A VOTE OF STOCKHOLDERS OF ANOTHER CLASS B MEMBER, OR PROPOSE ANY
PERSON FOR ELECTION TO, OR THE REMOVAL OF ANY MEMBER FROM, THE BOARD OF
DIRECTORS OF ANOTHER CLASS B MEMBER; OR IN ANY WAY SEEK TO INFLUENCE THE
MANAGEMENT OR POLICIES OF ANOTHER CLASS B MEMBER; OR
(D)
ENTER INTO ANY DISCUSSIONS OR UNDERSTANDINGS
WITH ANY THIRD PARTY WHICH WOULD RESULT IN A VIOLATION OF THE FOREGOING.
THE FOREGOING OBLIGATIONS OF THE CLASS B MEMBERS SHALL TERMINATE UPON ONE (1)
YEAR AFTER:
(A) THE DISSOLUTION OF THE OPERATING COMPANY; OR (B) THE TRANSFER
OR CONVERSION BY EITHER CLASS B MEMBER OF THE CLASS B COMMON STOCK OF THE
MANAGEMENT COMPANY BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY THE MEMBER OR
ITS SUBSIDIARIES.
16.9.
NON-HIRE AND NON-SOLICITATION OF EMPLOYEES.
A CLASS B
MEMBER SHALL NOT HIRE OR ATTEMPT TO HIRE ANY OPERATING COMPANY EMPLOYEE OR ANY
"LOANED" EMPLOYEE WORKING FOR THE OPERATING COMPANY WHILE IT OR A SUBSIDIARY
OWNS A SHARE OF CLASS B COMMON STOCK AND FOR