Common use of Conditions to the Redemption Clause in Contracts

Conditions to the Redemption. The obligation of Liberty Media to effect the Redemption is subject to the satisfaction (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case of those conditions that may be waived by the Liberty Board in accordance with this Section 2.2) of the following conditions: (a) a proposal to approve the Redemption shall have been approved by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB outstanding as of the record date for the Stockholder Meeting, in each case, entitled to vote and that are present in person or by proxy at the Stockholder Meeting or any adjournment or postponement thereof, voting together as a separate class; (b) Liberty Media shall have received the opinion of Sxxxxxx, Arps, Slate, Mxxxxxx & Fxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (i) the Split-Off Transactions will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, (ii) no income, gain or loss will be recognized by Liberty Media upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Common Stock pursuant to the Split-Off Transactions, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Common Stock or Liberty Formula One common stock upon the receipt of shares of SplitCo Common Stock in the Split-Off Transactions (except with respect to the receipt of any cash in lieu of fractional shares); (c) the effectiveness under the Securities Act of the Registration Statement on Form S-4 (the “Registration Statement”) of SplitCo relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK in the Redemption and the distribution of the shares of New BATRK in the Formula One Distribution; (d) the effectiveness of the registration of New BATRA and New BATRK under Section 12(b) of the Exchange Act; (e) shares of New BATRA and New BATRK shall have been approved for listing on The Nasdaq Stock Market LLC; (f) Liberty Media shall have received all necessary approvals from the BOC; and (g) any other regulatory or contractual approvals that the Liberty Board (in its sole discretion) determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of Liberty Media and shall not in any way limit Liberty Media’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(g) may be waived by the Liberty Board and any determination made by the Liberty Board prior to the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.

Conditions to the Redemption. The obligation of Liberty Media to effect the Redemption is subject to the satisfaction (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case of those conditions that may be waived by the Liberty Board in accordance with this Section 2.2) of the following conditions: (a) a proposal to approve the Redemption shall have been approved by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB outstanding as of the record date for the Stockholder Meeting, in each case, entitled to vote and that are present in person or by proxy at the Stockholder Meeting or any adjournment or postponement thereof, voting together as a separate class; (b) Liberty Media shall have received the opinion of Sxxxxxx, Arps, Slate, Mxxxxxx & Fxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty Media, to the effect that, for U.S. federal income tax purposes, (i) the Split-Off Transactions will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, (ii) no income, gain or loss will be recognized by Liberty Media upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Common Stock pursuant to the Split-Off Transactions, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Common Stock or Liberty Formula One common stock upon the receipt of shares of SplitCo Common Stock in the Split-Off Transactions (except with respect to the receipt of any cash in lieu of fractional shares); (c) the effectiveness under the Securities Act of the Registration Statement on Form S-4 (the “Registration Statement”) of SplitCo relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK in the Redemption and the distribution of the shares of New BATRK in the Formula One Distribution; (d) the effectiveness of the registration of New BATRA and New BATRK under Section 12(b) of the Exchange Act; (e) shares of New BATRA and New BATRK shall have been approved for listing on The Nasdaq Stock Market LLC; (f) Liberty Media shall have received all necessary approvals from the BOCMLB; and (g) any other regulatory or contractual approvals that the Liberty Board (in its sole discretion) determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of Liberty Media and shall not in any way limit Liberty Media’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(g) may be waived by the Liberty Board and any determination made by the Liberty Board prior to the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.

Conditions to the Redemption. The obligation of Liberty Media LIC to effect the Redemption is subject to the satisfaction (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case of those conditions that may be waived by the Liberty Board in accordance with this Section 2.2) of the following conditions: (a) a proposal to approve the Redemption shall have been approved by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB outstanding as of the record date for the Stockholder Meeting, in each case, entitled to vote and Liberty Ventures Common Stock that are present present, in person or by proxy proxy, and entitled to vote at the Stockholder Meeting or any adjournment or postponement thereof, voting together as a separate single class; (b) Liberty Media LIC shall have received the opinion of SxxxxxxSkadden, Arps, Slate, Mxxxxxx Xxxxxxx & Fxxx Xxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty MediaLIC, providing to the effect that, for U.S. federal income tax purposes, (i) that the Split-Off Transactions will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, and that, for U.S. federal income tax purposes, (iii) no income, gain or loss will be recognized by Liberty Media LIC upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Splitco Common Stock pursuant to in the Split-Off TransactionsOff, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) and (iiiii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Ventures Common Stock or Liberty Formula One common stock upon the receipt of shares of SplitCo Splitco Common Stock in the Split-Off Transactions (except with respect to the receipt of any cash in lieu of fractional shares); (c) the effectiveness under the Securities Act of (i) the Registration Statement on Form S-4 (the “Registration Statement”) of SplitCo Splitco relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK Splitco Common Stock in the Redemption shall be effective under the Securities Act and the distribution of the shares of New BATRK in the Formula One Distribution; (dii) the effectiveness of the registration of New BATRA and New BATRK the Splitco Common Stock under Section 12(b) of the Exchange ActAct shall be effective; (d) the execution of the Proxy Arrangements in accordance with the Transaction Agreement; (e) shares of New BATRA and New BATRK the Splitco Common Stock shall have been approved for listing on The Nasdaq NASDAQ Stock Market LLCMarket; (f) Liberty Media Splitco and one or more of its Subsidiaries shall have received all necessary approvals from entered into the BOCMargin Loan Agreement, secured by certain of the Expedia Securities, in an aggregate principal amount of $400 million; and (g) any other regulatory or contractual approvals that a committee of the Liberty Board (in its sole discretion) determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of Liberty Media LIC and shall not in any way limit Liberty MediaLIC’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All Any of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(g(f) and (g) may be waived by the Liberty LIC Board and any determination made by the Liberty LIC Board prior to the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.

Conditions to the Redemption. The obligation of Liberty Media LMC to effect the Redemption is subject to the satisfaction following conditions (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case none of those conditions that which may be waived by the Liberty Board in accordance with this Section 2.2) of the following conditions:waived): (a) a proposal to approve the Redemption shall have been approved by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB outstanding as of the record date for the Stockholder Meeting, in each case, entitled to vote and Liberty Entertainment Stock that are present present, in person or by proxy proxy, and entitled to vote at the Stockholder Meeting or any adjournment or postponement thereof, voting together as a separate single class; (b) Liberty Media LMC shall have received a private letter ruling from the IRS (which ruling shall not have been withdrawn, invalidated or modified in an adverse manner) and a tax opinion of Sxxxxxxfrom Skadden, Arps, Slate, Mxxxxxx Xxxxxxx & Fxxx Xxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty MediaLMC, substantially to the effect that, for U.S. federal income tax purposes, (i) that the Split-Off Transactions Contribution and the Redemption will qualify as a tax-free transaction under Section 355, Section Sections 355 and 368(a)(1)(D) and related provisions of the Code, (ii) ; no income, gain or loss will be recognized by Liberty Media LMC upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Common Stock pursuant to the Split-Off Transactions, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) LEI Stock; and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Common Entertainment Stock or Liberty Formula One common stock upon the receipt exchange of shares of SplitCo Common Liberty Entertainment Stock in the Split-Off Transactions for shares of LEI Stock (except with respect to the receipt of any cash received in lieu of fractional shares); (c) LMC shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably acceptable to LMC, to the effectiveness effect that the Redemption will not affect the tax-free treatment under Sections 355 and/or 368(a)(1)(D) of the Securities Act Code of, and will not cause Section 355(e) of the Code to apply to, (i) the exchange of stock of News Corporation for stock of Greenlady Corp. that was effected between News Corporation and Subsidiaries of LMC on February 27, 2008 (the "News Exchange") or (ii) any of the internal distributions of the stock of Greenlady Corp. that were effected by Subsidiaries of News Corporation in connection with the News Exchange; (d) the Registration Statement on Form S-4 (the “"Registration Statement”") of SplitCo LEI relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK LEI Stock in the Redemption shall be effective under the Securities Act and the distribution of the shares of New BATRK in the Formula One Distribution; (d) the effectiveness of the registration of New BATRA and New BATRK the LEI Stock under Section 12(b) of the Exchange ActAct shall be effective; (e) shares of New BATRA and New BATRK the LEI Stock shall have been approved for listing on The Nasdaq Stock Market LLC(the "Nasdaq"); (f) Liberty Media the transfer of control of certain Federal Communications Commission ("FCC") licenses held by certain investees to be held by LEI upon completion of the Restructuring shall have received all necessary approvals from been approved by the BOCFCC; and (g) except as would not, individually or in the aggregate, reasonably be expected to result in a Splitco Material Adverse Effect (as defined in the Merger Agreement) or a DIRECTV Material Adverse Effect (as defined in the Merger Agreement), (i) all other authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required by, any Governmental Authority (as defined in the Merger Agreement) (other regulatory or contractual approvals that than the Liberty Board (FCC) which are required in its sole discretion) determines to obtain connection with the Redemption shall have been so filed, have occurred, been obtained or have lapsed (all such authorizations, consents, orders, approvals, filings and declarations and the lapse of all such waiting periods, including under the HSR Act (as defined in the Merger Agreement), being referred to as the "Requisite Regulatory Approvals"), and (ii) all Requisite Regulatory Approvals referred to in clause (i) to the extent applicable shall be in full force and effect. The foregoing conditions are for the sole benefit of Liberty Media and shall not in any way limit Liberty Media’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(g) may be waived by the Liberty Board and any determination made by the Liberty Board prior to the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusive.

Conditions to the Redemption. The obligation of Liberty Media LMC to effect the Redemption is subject to the satisfaction following conditions (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case none of those conditions that which may be waived by the Liberty Board in accordance with this Section 2.2) of the following conditions:waived): (a) a proposal to approve the Redemption shall have been approved by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB outstanding as of the record date for the Stockholder Meeting, in each case, entitled to vote and Liberty Entertainment Stock that are present present, in person or by proxy proxy, and entitled to vote at the Stockholder Meeting or any adjournment or postponement thereof, voting together as a separate single class; (b) Liberty Media LMC shall have received a private letter ruling from the IRS (which ruling shall not have been withdrawn, invalidated or modified in an adverse manner) and a tax opinion of Sxxxxxxfrom Skadden, Arps, Slate, Mxxxxxx Xxxxxxx & Fxxx Xxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty MediaLMC, substantially to the effect that, for U.S. federal income tax purposes, (i) that the Split-Off Transactions Contribution and the Redemption will qualify as a tax-free transaction under Section 355, Section Sections 355 and 368(a)(1)(D) and related provisions of the Code, (ii) ; no income, gain or loss will be recognized by Liberty Media LMC upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Common Stock pursuant to the Split-Off Transactions, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) LEI Stock; and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Common Entertainment Stock or Liberty Formula One common stock upon the receipt exchange of shares of SplitCo Common Liberty Entertainment Stock in the Split-Off Transactions for shares of LEI Stock (except with respect to the receipt of any cash received in lieu of fractional shares); (c) LMC shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably acceptable to LMC, to the effectiveness effect that the Redemption will not affect the tax-free treatment under Sections 355 and/or 368(a)(1)(D) of the Securities Act Code of, and will not cause Section 355(e) of the Code to apply to, (i) the exchange of stock of News Corporation for stock of Greenlady Corp. that was effected between News Corporation and Subsidiaries of LMC on February 27, 2008 (the "News Exchange") or (ii) any of the internal distributions of the stock of Greenlady Corp. that were effected by Subsidiaries of News Corporation in connection with the News Exchange; (d) (i) the Registration Statement on Form S-4 (the “"Registration Statement”") of SplitCo LEI relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK LEI Stock in the Redemption shall be effective under the Securities Act and the distribution of the shares of New BATRK in the Formula One Distribution; (dii) the effectiveness of the registration of New BATRA and New BATRK the LEI Stock under Section 12(b) of the Exchange ActAct shall be effective; (e) shares of New BATRA and New BATRK the LEI Stock shall have been approved for listing on The Nasdaq Stock Market LLC(the "Nasdaq"); (f) Liberty Media the transfer of control of certain Federal Communications Commission ("FCC") licenses held by certain investees to be held by LEI upon completion of the Restructuring shall have received all necessary approvals from been approved by the BOC; andFCC; (g) except as would not, individually or in the aggregate, reasonably be expected to result in a Splitco Material Adverse Effect (as defined in the Merger Agreement) or a DIRECTV Material Adverse Effect (as defined in the Merger Agreement), (i) all other authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods required by, any Governmental Authority (as defined in the Merger Agreement) (other regulatory or contractual approvals that than the Liberty Board (FCC) which are required in its sole discretion) determines to obtain connection with the Redemption shall have been so filed, have occurred, been obtained or have lapsed (all such authorizations, consents, orders, approvals, filings and declarations and the lapse of all such waiting periods, including under the HSR Act (as defined in the Merger Agreement), being referred to as the "Requisite Regulatory Approvals"), and (ii) all Requisite Regulatory Approvals referred to in clause (i) to the extent applicable shall be in full force and effect. The foregoing ; and (h) either (i) all of the conditions precedent set forth in Article VII of the Merger Agreement, other than those conditions precedent set forth in Sections 7.1(b) and 7.2(j) of the Merger Agreement and those conditions precedent that by their nature are for to be satisfied at Closing (as defined in the sole benefit Merger Agreement), shall have been satisfied or, to the extent permitted under the terms thereof, waived and the parties thereto shall have confirmed that the Closing (as defined in the Merger Agreement) will occur subject only to the satisfaction of Liberty Media those conditions precedent set forth in Sections 7.1(b) and 7.2(j) of the Merger Agreement and those conditions that by their nature are to be satisfied at Closing (as defined in the Merger Agreement) or (ii) the Merger Agreement shall not in any way limit Liberty Media’s right to amend, modify or terminate this Agreement have been terminated in accordance with Section 6.1. All Article IX of the foregoing Merger Agreement." Notwithstanding anything to the contrary contained herein, the conditions are non-waivable, except that the condition set forth in Section 2.2(gSections 3.2(d)(ii) may be waived by and 3.2(e) shall only apply in the Liberty Board and any determination made by event fo the Liberty Board prior to termination of the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusiveMerger Agreement.

Conditions to the Redemption. The obligation of Liberty Media LMC to effect the Redemption is subject to the satisfaction following conditions (as determined by the Liberty Board in its sole discretion) or waiver (solely in the case none of those conditions that which may be waived by except the Liberty Board conditions listed in accordance with this Section 2.2clause (g) of the following conditions:below): (a) a proposal to approve the Redemption (the "Redemption Proposal") shall have been approved (the "Redemption Approval") by the holders of a majority of the aggregate voting power of the shares of BATRA and BATRB Liberty Entertainment Stock outstanding as of on the record date Record Date for the Stockholder Meeting, in each case, entitled to vote and Meeting that are present present, in person or by proxy proxy, at the Stockholder Meeting or any adjournment or postponement thereofAnnual Meeting, voting together as a separate class; (b) Liberty Media LMC shall have received a private letter ruling from the IRS (which ruling shall not have been withdrawn, invalidated or modified in an adverse manner) and a tax opinion of Sxxxxxxfrom Skadden, Arps, Slate, Mxxxxxx Xxxxxxx & Fxxx Xxxx LLP, dated as of the date of the Redemption and in form and substance reasonably acceptable to Liberty MediaLMC, substantially to the effect that, for U.S. federal income tax purposes, (i) that the Split-Off Transactions Contribution and the Redemption will qualify as a tax-free transaction under Section 355, Section Sections 355 and 368(a)(1)(D) and related provisions of the Code, (ii) ; no income, gain or loss will be recognized by Liberty Media LMC upon receipt of shares of SplitCo Common Stock in the Contribution, the distribution of shares of SplitCo Common Stock pursuant to the Split-Off Transactions, or the transfer of shares of SplitCo Common Stock in exchange for debt obligations of Liberty Media pursuant to the Liberty Media Exchange (except with respect to certain items of income or deduction attributable to such debt obligations exchanged) LEI Stock; and (iii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Braves Common Entertainment Stock or Liberty Formula One common stock upon the receipt exchange of shares of SplitCo Common Liberty Entertainment Stock in the Split-Off Transactions for shares of LEI Stock (except with respect to the receipt of any cash received in lieu of fractional shares); (c) LMC shall have received an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, in form and substance reasonably acceptable to LMC, to the effectiveness effect that the Redemption will not affect the tax-free treatment under Sections 355 and/or 368(a)(1)(D) of the Securities Act Code of, and will not cause Section 355(e) of the Code to apply to, (i) the exchange of stock of News Corporation for stock of Greenlady Corp. that was effected between News Corporation and Subsidiaries of LMC on February 27, 2008 (the "News Exchange") or (ii) any of the internal distributions of the stock of Greenlady Corp. that were effected by Subsidiaries of News Corporation in connection with the News Exchange; (d) the Registration Statement on Form S-4 (the “"Registration Statement”") of SplitCo LEI relating to the Redemption and the distribution of shares of New BATRA, New BATRB and New BATRK LEI Stock in the Redemption shall be effective under the Securities Act and the distribution of the shares of New BATRK in the Formula One Distribution; (d) the effectiveness of the registration of New BATRA and New BATRK the LEI Stock under Section 12(b) of the Exchange ActAct shall be effective; (e) shares of New BATRA and New BATRK the LEI Stock shall have been approved for listing on The Nasdaq Stock Market LLC(the "Nasdaq"); (f) Liberty Media the transfer of control of certain Federal Communications Commission ("FCC") licenses held by certain investees to be held by LEI upon completion of the Restructuring shall have received all necessary approvals from been approved by the BOCFCC; and (g) any other regulatory or contractual approvals ("Other Regulatory Approvals") that the Liberty LMC Board (in its sole discretion) determines to obtain shall have been so obtained and be in full force and effect. The foregoing conditions are for the sole benefit of Liberty Media and (or all relevant waiting periods with respect thereto shall not in any way limit Liberty Media’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that the condition set forth in Section 2.2(g) may be waived by the Liberty Board and any determination made by the Liberty Board prior to the Redemption concerning the satisfaction or waiver of any condition set forth in this Section 2.2 shall be final and conclusivehave expired).