Common use of Acquisition of Voting Securities Clause in Contracts

Acquisition of Voting Securities. Subject to the last sentence hereof, immediately following the Closing, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company until such time (the "TRIGGER DATE") that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates represent less than 20% (the "PERMITTED OWNERSHIP PERCENTAGE") of the Total Equity Securities. Subject to the last sentence hereof, following the Trigger Date, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be in excess of the Permitted Ownership Percentage. If at any time the VU Parties become aware that they and their Affiliates Beneficially Own more than the Permitted Ownership Percentage, then the VU Parties shall as soon as is reasonably practicable (but in no manner that would require the VU Parties to incur liability under Section 16(b) of the Exchange Act) take all action necessary to reduce the amount of Equity Securities Beneficially Owned by such Persons to an amount not greater than the Permitted Ownership Percentage. The restrictions contained in this Section 1.01 shall cease to apply upon the later of (x) the date that Mr. Diller no longer serves as CEO (provided that if Mr. Diller no lxxxxx xxxxes as CEO but continues to hold a proxy frox Xxxxxxxxl in respect of Company Common Shares under the Amended and Restated Stockholders Agreement, Mr. Diller shall be deemed to be continuing to serve as CEO until thx xxxxx xx (i) such time as he no longer serves as CEO and (ii) such time as Mr. Diller no longer holds the Universal proxy, with the later of suxx xxxxx xeing referred to as the "CEO TERMINATION DATE") or becomes Disabled and (y) the date on which VU no longer has the right to appoint a director to the Board of Directors of the Company pursuant to Section 2.01 hereof (the later of clauses (x) and (y), the "STANDSTILL TERMINATION DATE"). Notwithstanding anything to the contrary contained herein, the provisions set forth in this Section 1.01 shall not prevent the VU Parties and their Affiliates from exercising the Warrants and continuing to Beneficially Own the shares thereunder.

Acquisition of Voting Securities. Subject to (a) Neither the last sentence hereof, immediately following the Closing, neither the VU Parties nor Investor or any of their its Affiliates will acquireshall, directly or indirectly, in any manner, acquire any Company Voting Securities, if, after giving effect to such acquisition, the Beneficial Ownership Investor and its Affiliates would beneficially own, in the aggregate, Company Voting Securities representing more than the Initial Threshold; provided, however, that this Section 2.2 shall not prohibit the acquisition by the Investor or any of its Affiliates of any additional Equity Company Voting Securities the acquisition of which would cause the Investor and its Affiliates to beneficially own Company until such time (the "TRIGGER DATE") that the Equity Voting Securities Beneficially Owned by the VU Parties and their Affiliates represent less than 20% (the "PERMITTED OWNERSHIP PERCENTAGE") of the Total Equity Securities. Subject to the last sentence hereof, following the Trigger Date, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be in excess of the Permitted Ownership Percentage. If at any time the VU Parties become aware that they and their Affiliates Beneficially Own more than the Permitted Ownership Percentage, then the VU Parties shall as soon as is reasonably practicable (but in no manner that would require the VU Parties to incur liability under Section 16(b) of the Exchange Act) take all action necessary to reduce the amount of Equity Securities Beneficially Owned by such Persons to an amount not greater than the Permitted Ownership Percentage. The restrictions contained in this Section 1.01 shall cease to apply upon the later of (x) the date that Mr. Diller no longer serves as CEO (provided that Initial Threshold if Mr. Diller no lxxxxx xxxxes as CEO but continues to hold a proxy frox Xxxxxxxxl in respect of Company Common Shares under the Amended and Restated Stockholders Agreement, Mr. Diller shall be deemed to be continuing to serve as CEO until thx xxxxx xx (i) such time securities (x) are Family Shares, (y) are other than Family Shares if the Investor is unable to exercise the right of first offer set forth in Section 2 of the Family Agreement due to the restrictions set forth in clause (ii) of this Section 2.2(a) without giving effect to the proviso to such clause (ii) or (z) are purchased from Textron (provided that (1) the number of Company Voting Securities purchased from Textron do not exceed one-half of the Textron Shares and (2) the Investor or such Affiliate shall have first offered to the Family Representatives, on behalf of the holders of the Family Shares, a right to sell the same number of Company Voting Securities to the Investor or such Affiliate on the same terms as he no longer serves as CEO those offered to Textron, which offer shall not have been irrevocably accepted in full by each of the Family Representatives, on behalf of all of the holders of the Family Shares, within 15 business days after such notice is given to each of the Family Representatives, which acceptance shall identify the selling holders of Family Shares) and (ii) after giving effect to any such time acquisition, the Investor and its Affiliates would beneficially own Company Voting Securities representing not more than 40% of the Outstanding Voting Power; provided, further, that, notwithstanding the foregoing, the Investor and its Affiliates may acquire Family Shares as Mr. Diller no longer holds would result in the Universal proxyInvestor and its Affiliates beneficially owning Company Voting Securities representing more than 40% of the Outstanding Voting Power if the Investor or its Affiliates first offer to purchase all of the issued and outstanding Company Voting Securities at the price offered to be paid for such Family Shares pursuant to either a tender offer to all holders of Company Voting Securities or a definitive merger agreement (provided, with that if the later of suxx xxxxx xeing referred to as the "CEO TERMINATION DATE") or becomes Disabled and (y) the date on which VU no longer has the right to appoint a director to the Company's Board of Directors recommends that the holders of the Company Voting Securities accept such offer and tender their shares, such offer shall be made pursuant to Section 2.01 hereof a definitive merger agreement (or a tender offer followed by a merger) on the later of clauses (x) and (ysame terms), the "STANDSTILL TERMINATION DATE"). Notwithstanding anything to the contrary contained herein, the provisions set forth in this Section 1.01 shall not prevent the VU Parties and their Affiliates from exercising the Warrants and continuing to Beneficially Own the shares thereunder.

Acquisition of Voting Securities. Subject to (a) Until the last sentence hereoffourth anniversary of the Closing (the "Standstill Termination Date"), immediately following Universal covenants and agrees that, except with the Closingprior approval of the HSNi Board of Directors (or the CEO so long as Mr. Xxxxxx xx the CEO), neither the VU Parties Universal nor any of their its Affiliates will acquire, directly or indirectly, Beneficially Own any Equity Securities except for (i) the Beneficial Ownership of any Shares and (ii) additional Equity Securities of the Company until such time (the "TRIGGER DATE") that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates represent less than 20% (the "PERMITTED OWNERSHIP PERCENTAGE") acquired in accordance with Article 1 of the Total Equity Securities. Subject to the last sentence hereof, following the Trigger Date, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be in excess of the Permitted Ownership Percentage. If at any time the VU Parties become aware that they and their Affiliates Beneficially Own more than the Permitted Ownership Percentage, then the VU Parties shall as soon as is reasonably practicable (but in no manner that would require the VU Parties to incur liability under Section 16(b) of the Exchange Act) take all action necessary to reduce the amount of Equity Securities Beneficially Owned by such Persons to an amount not greater than the Permitted Ownership Percentage. The restrictions contained in this Section 1.01 shall cease to apply upon the later of (x) the date that Mr. Diller no longer serves as CEO (provided that if Mr. Diller no lxxxxx xxxxes as CEO but continues to hold a proxy frox Xxxxxxxxl in respect of Company Common Shares under the Amended and Restated Stockholders Transaction Agreement, Mr. Diller shall be deemed to be continuing to serve as CEO until thx xxxxx xx (i) such time as he no longer serves as CEO and (ii) such time as Mr. Diller no longer holds the Universal proxy, with the later of suxx xxxxx xeing referred to as the "CEO TERMINATION DATE") or becomes Disabled and (y) the date on which VU no longer has the right to appoint a director to the Board of Directors of the Company pursuant to Section 2.01 hereof (the later of clauses (x) and (y), the "STANDSTILL TERMINATION DATE"). Notwithstanding anything to the contrary contained hereinin this Agreement (including the definition of Permitted Investment Percentage), any Equity Securities purchased from Liberty and Mr. Xxxxxx xxx in violation of the Stockholders Agreement shall be excluded from the calculation of Universal's Ownership Percentage for purposes of determining whether the Permitted Investment Percentage has been exceeded. (b) Following the Standstill Termination Date, subject to applicable law (including FCC Regulations), the provisions set forth Permitted Investment Percentage shall be increased to 50.1 percent, and Universal may acquire Beneficial Ownership of an additional amount of Equity Securities so long as its Ownership Percentage does not exceed the Permitted Investment Percentage as so increased. (c) In addition to the foregoing, subject to compliance with applicable law (including FCC Regulations), (i) on the first anniversary of the Standstill Termination Date, the Permitted Investment Percentage shall be increased to 57.5 percent, and Universal may acquire Beneficial Ownership of an additional amount of Equity Securities so long as its Ownership Percentage does not exceed the Permitted Investment Percentage as so increased (but in this no event shall Universal acquire more than 1.5 percent of the Total Equity Securities in any 12-month period) and (ii) at any time following the CEO Termination Date, Universal may propose to the Company's Board of Directors (and, subject to Section 1.01 shall not prevent 2.04, thereafter effect) the VU Parties and their Affiliates from exercising the Warrants and continuing to Beneficially Own the shares thereunder.acquisition by