FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 7,000 shares. All such shares are of one class and are shares of Common Stock, $10 par value per share.
FIFTH. In recognition that the ultimate parent of the Corporation as of the date hereof (“Parent”) and affiliates of Parent (other than the Corporation and any of its direct or indirect subsidiaries (the “Subsidiaries”)) (collectively, “Parent Affiliates”), and employees, officers, directors and agents of Parent and Parent Affiliates that are also officers or directors of the Corporation or its Subsidiaries (“Parent Officers”), are and will continue to be interested or involved, directly or indirectly, in businesses, opportunities, transactions or activities relating to the marketing of magazines, magazine subscriptions and other products, including, withoutlimitation, directly or through partnership marketing with third parties(e.g. retailers, ticket sellers, television direct marketers, internet sites, banks and airlines) and through various methods(e.g. inbound telemarketing, outbound telemarketing, billing insertions, fundraising and points programs), and including, without limitation, businesses, opportunities, transactions and activities that are similar to or competitive with those engaged in by the Corporation (“Other Parent Businesses”), the provisions of this Article V are set forth to define the conduct of certain affairs of the Corporation as they may involve Other Parent Businesses.
Except as otherwise explicitly agreed between the Corporation and any of Parent or any Parent Affiliate, none of Parent, any Parent Affiliate or any Parent Officer shall be prevented or otherwise restricted in any way from having, undertaking or pursuing such Other Parent Businesses or any transaction related thereto in any manner they deem appropriate and receiving and enjoying profits or other compensation therefrom or otherwise acting, in each case, in a manner that Parent, any Parent Affiliate or any Parent Officer believes to be in their best interests without regard to the interests of the Corporation, its Subsidiaries or the stockholders of the Corporation, and the Corporation, its Subsidiaries and the stockholders of the Corporation hereby renounce any interest or expectancy of the Corporation or its Subsidiaries in, or in being offered an opportunity to participate in, the Other Parent Businesses or any transaction related thereto, including, without limitation, any such opportunities that the Corporation, its Subsidiaries or one or more of its officers, directors or stockholders are presented with or otherwise become aware of None of the Corporation, its Subsidiaries or any of the stockholders of the Corporation shall have any right to object to, or share or participate in, such Other Parent Businesses or any transaction related thereto, and accordingly, none of Parent, any Parent Affiliate or any Parent Officer shall have any obligation to the Corporation, its Subsidiaries or any of the stockholders of the Corporation in connection with Parent’s, any Parent Affiliate’s, or any Parent Officer’s participation in such Other Parent Businesses, all irrespective of the effects upon the Corporation, its Subsidiaries or any of the stockholders of the Corporation. None of Parent or any Parent Affiliate shall be liable to the Corporation, its Subsidiaries or its stockholders for breach of any fiduciary or other duty by reason of such Other Parent Businesses or of such person’s participation therein.
SIXTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for
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