Common use of Distribution Transaction Clause in Contracts

Distribution Transaction. (a) In the event Liberty desires to effect a Distribution Transaction in which it will Transfer all of the Company Common Shares Beneficially Owned by it (other than any Restricted Equity Securities) to a Qualified Distribution Transferee (which Transfer, for the avoidance of doubt, will be deemed to occur on the date such Qualified Distribution Transferee ceases to be a Subsidiary of Liberty), the Company, Xx. Xxxxxx, Liberty and the Qualified Distribution Transferee and, if applicable under the proviso to this Section 5.01(a), the Liberty Spinco, will enter into an amendment to this Agreement on or prior to the date of consummation of such Distribution Transaction to: (i) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) assign all rights and obligations of Liberty under this Agreement (including its rights pursuant to Articles II and III and Section 7.08 hereof) to the Qualified Distribution Transferee, (ii) have such Qualified Distribution Transferee agree to accept, as of immediately prior to the effective time of such Distribution Transaction (but subject to the consummation of the Distribution Transaction), such assignment of rights and agree to assume and perform all liabilities and obligations of Liberty hereunder to be performed following the effective time of such Distribution Transaction, (iii) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) substitute such Qualified Distribution Transferee for Liberty (and the stockholder group of the Qualified Distribution Transferee for the Liberty Stockholder Group) for all purposes under this Agreement and (iv) provide for (w) a representation from Liberty that such amendment is being entered into in connection with a Distribution Transaction involving the Qualified Distribution Transferee pursuant to Section 5.01 of this Agreement, (x) Liberty’s acknowledgement that it shall not be entitled to any benefits under this Agreement following such Distribution Transaction, (y) each of the Company’s and Xx. Xxxxxx’x acknowledgement that Liberty shall not be subject to any liability under this Agreement to it or him, as applicable, following such Distribution Transaction (except for any liability arising from any breach of this Agreement by Liberty or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transaction) and (z) Liberty’s acknowledgement that neither the Company nor Xx. Xxxxxx shall be subject to any liability to Liberty under this Agreement following such Distribution Transaction (except for any liability arising from any breach of this Agreement by the Company or Xx. Xxxxxx, as applicable, or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transaction); provided, that if the Qualified Distribution Transferee is not the Liberty Spinco, then the Liberty Spinco shall also become a party to this Agreement and in such case each reference in the foregoing clauses (i) through (iv) to Qualified Distribution Transferee shall be to the Liberty Spinco and the Qualified Distribution Transferee shall become a party to this Agreement as a member of the Liberty Spinco’s stockholder group. (b) The Company agrees that: (i) it shall not adopt any stockholder rights plan or similar plan or agreement (or amend or modify any such plan or agreement) or adopt or approve any charter or by-law provision, in each case, the purpose or reasonably evident effect of which is to (x) restrict or limit Liberty’s ability to engage in a Distribution Transaction with a Qualified Distribution Transferee or (y) impose on the Qualified Distribution Transferee, or cause the Qualified Distribution Transferee to incur or suffer, material economic detriment (including through disproportionate dilution, relative to other holders of Company Common Shares, or through a requirement to purchase or otherwise acquire, or offer to acquire, additional equity securities of the Company in the form of a mandatory offer requirement or similar provision) as a result of its receipt or continued ownership of Company Common Shares or other equity securities of the Company Transferred to it in a Distribution Transaction; provided that, any adoption, approval, amendment or modification by the Company of any stockholder rights plan (or similar plan or agreement) or charter or by-law provision having anti-takeover provisions of general applicability, which does not cause Liberty to incur or suffer material economic detriment as a result of its ownership of Company Common Shares or other equity securities of the Company upon such adoption, approval, amendment or modification (and, assuming the Distribution Transaction occurred on such date, would not cause a Qualified Distribution Transferee to incur or suffer such effects upon the consummation of the Distribution Transaction), shall not be deemed to have any purpose or effect specified in clause (y) above; and (ii) as promptly as reasonably practicable following the written request of Liberty and prior to the consummation of a Distribution Transaction involving a Qualified Distribution Transferee, the Board of Directors will approve the Transfer of Company Common Shares to the Qualified Distribution Transferee in such Distribution Transaction for purposes of Section 203(a)(1) of the DGCL in the event that the Qualified Distribution Transferee’s ownership of Company Common Shares immediately following the Distribution Transaction would cause it to become an “interested stockholder” for purposes of Section 203 of the DGCL.

Distribution Transaction. (a) In On or prior to the event Liberty desires to effect date of consummation of a Distribution Transaction in which it will Transfer all of the Company Common Shares Beneficially Owned by it (other than any Restricted Equity Securities) are Transferred to a Qualified Distribution Transferee (which Transfer, for the avoidance of doubt, will be deemed to occur on the date such Qualified Distribution Transferee ceases to be a Subsidiary of Liberty), the CompanyLiberty, Xx. Xxxxxx, Liberty Xxxxxx and the Qualified Distribution Transferee and, if applicable under the proviso to this Section 5.01(a)5.1, the Liberty Spinco, will enter into an amendment to amend this Agreement on or prior to the date of consummation of such Distribution Transaction in order to: (ia) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) assign all rights and obligations of Liberty and the Liberty Stockholder Group under this Agreement (including its rights pursuant to Articles II and III and Section 7.08 hereof) to the Qualified Distribution TransfereeTransferee in such Distribution Transaction, (iib) have such Qualified Distribution Transferee agree to accept, as of immediately prior to the effective time of such Distribution Transaction (but subject to the consummation of the Distribution Transaction), such assignment of rights and agree to assume and perform all liabilities and obligations of Liberty hereunder and the Liberty Stockholder Group under this Agreement to be performed following the effective time of such Distribution TransactionTransaction including the obligation to ensure the compliance of its Stockholder Group with all obligations of the Liberty Stockholder Group under this Agreement, (iiic) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) substitute such Qualified Distribution Transferee for Liberty for all purposes under this Agreement (and the stockholder group of the Qualified Distribution Transferee for the Liberty Stockholder Group) for all purposes under this Agreement and (ivd) provide for (wi) a representation from Liberty that such amendment is being entered into in connection with a Distribution Transaction involving the a Qualified Distribution Transferee pursuant to Section 5.01 of this Agreement, the Governance Agreement and (xii) Liberty’s acknowledgement that it shall not be entitled to any benefits under this Agreement following such Distribution Transaction, (y) each of the Company’s and Xx. Xxxxxx’x acknowledgement that Liberty shall not be subject to any liability under this Agreement to it or him, as applicable, following such Distribution Transaction (except for any liability arising from any breach of this Agreement by Liberty or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transaction) and (z) Liberty’s acknowledgement that neither the Company nor Xx. Xxxxxx shall be subject to any liability to Liberty under this Agreement following such Distribution Transaction (except for any liability arising from any breach of this Agreement by the Company or Xx. Xxxxxx, as applicable, or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transaction); provided, that if the Qualified Distribution Transferee is not the Liberty Spinco, then the Liberty Spinco shall also become a party to this Agreement and in such case each reference in the foregoing clauses (ia) through (ivc) to Qualified Distribution Transferee shall be to the Liberty Spinco and the Qualified Distribution Transferee shall become a party to this Agreement as a member of the Liberty Spinco’s stockholder group. (b) The Company agrees that: (i) it shall not adopt any stockholder rights plan or similar plan or agreement (or amend or modify any such plan or agreement) or adopt or approve any charter or by-law provision, in each case, the purpose or reasonably evident effect . In connection with a Transfer of which is Common Shares to (x) restrict or limit Liberty’s ability to engage in a Distribution Transaction with a Qualified Distribution Transferee or (y) impose on the Qualified in a Distribution TransfereeTransaction, or cause the Qualified Distribution Transferee to incur or suffer, material economic detriment (including through disproportionate dilution, relative to other holders of Company Common Shares, or through Liberty and Xxxxxx will execute a requirement to purchase or otherwise acquire, or offer to acquire, additional equity securities of the Company letter agreement in the form of a mandatory offer requirement or similar provision) as a result of its receipt or continued ownership of Company Common Shares or other equity securities of the Company Transferred Exhibit A to it in a Distribution Transaction; provided that, any adoption, approval, amendment or modification by the Company of any stockholder rights plan (or similar plan or agreement) or charter or by-law provision having anti-takeover provisions of general applicability, which does not cause Liberty to incur or suffer material economic detriment as a result of its ownership of Company Common Shares or other equity securities of the Company upon such adoption, approval, amendment or modification (and, assuming the Distribution Transaction occurred on such date, would not cause a Qualified Distribution Transferee to incur or suffer such effects upon the consummation of the Distribution Transaction), shall not be deemed to have any purpose or effect specified in clause (y) above; and (ii) as promptly as reasonably practicable following the written request of Liberty and prior to the consummation of a Distribution Transaction involving a Qualified Distribution Transferee, the Board of Directors will approve the Transfer of Company Common Shares to the Qualified Distribution Transferee in such Distribution Transaction for purposes of Section 203(a)(1) of the DGCL in the event that the Qualified Distribution Transferee’s ownership of Company Common Shares immediately following the Distribution Transaction would cause it to become an “interested stockholder” for purposes of Section 203 of the DGCLthis Agreement.

Distribution Transaction. (a) In the event Liberty desires to effect a Distribution Transaction after the Closing in which it will Transfer all of the Company Common Shares Beneficially Owned by it (other than any Restricted Equity Securities) Voting Securities to a Qualified Distribution Transferee (which Transfer, for the avoidance of doubt, will shall be deemed to occur on the date such Qualified Distribution Transferee ceases to be a Subsidiary an Affiliate of Liberty), the Company, Xx. XxxxxxA/N (on behalf of itself and the A/N Parties), Liberty (on behalf of itself and the Liberty Parties) and the Qualified Distribution Transferee and, if applicable under the proviso to this Section 5.01(a), the Liberty Spinco, will shall enter into an amendment to this Agreement on or prior to the date of consummation of such Distribution Transaction reasonably satisfactory to each such party to: (i) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) assign all rights and obligations of Liberty under this Agreement (including its rights pursuant to Articles II and Article III and Section 7.08 hereof) to the Qualified Distribution Transferee, (ii) have such Qualified Distribution Transferee agree to accept, as of immediately prior to the effective time of such Distribution Transaction (but subject to the consummation of the Distribution Transaction), such assignment of rights and agree to assume and perform all liabilities and obligations of Liberty hereunder to be performed following the effective time of such Distribution Transaction, (iii) effective immediately prior to such Distribution Transaction (but subject to the consummation of the Distribution Transaction) substitute such Qualified Distribution Transferee for Liberty (and the stockholder group of the Qualified Distribution Transferee for the Liberty Stockholder Group) for all purposes under this Agreement and (iv) provide for (wx) a representation from Liberty that such amendment is being entered into in connection with a Distribution Transaction involving the Qualified Distribution Transferee pursuant to Section 5.01 4.5 of this Agreement, (xy) Liberty’s acknowledgement that it shall not be entitled to any benefits under this Agreement following such Distribution TransactionTransaction (including, (y) each for the avoidance of the Company’s and Xx. Xxxxxx’x acknowledgement that doubt, any benefits to Liberty shall not be subject prior to any liability under this Agreement to it or him, as applicable, following such Distribution Transaction (except for any liability arising from any breach of this Agreement by Liberty or relating to any actions or events occurringSection 4.5), in each case, on or prior to the date of the Distribution Transaction) and (z) Liberty’s acknowledgement that neither the Company nor Xx. Xxxxxx shall not be subject to any liability to Liberty under this Agreement following such Distribution Transaction (except for any liability arising from any breach of this Agreement by the Company or Xx. Xxxxxx, as applicable, or relating to any actions or events occurring, in each case, on or prior to the date of the Distribution Transaction); provided. For the avoidance of doubt, that if the in no event can (i) Liberty effect more than one Distribution Transaction and (ii) more than one Qualified Distribution Transferee is not the Liberty Spinco, then the Liberty Spinco shall also become a party to this Agreement and in such case each reference in the foregoing clauses (i) through (iv) to Qualified Distribution Transferee shall be to the Liberty Spinco and the Qualified Distribution Transferee shall become a party to this Agreement as a member of the Liberty Spinco’s stockholder group. (b) The Company agrees that: (i) it shall not adopt any stockholder rights plan or similar plan or agreement (or amend or modify any such plan or agreement) or adopt or approve any charter or by-law provisionLiberty, in each case, the purpose or reasonably evident effect of which is to (x) restrict or limit Liberty’s ability to engage in a Distribution Transaction with a Qualified Distribution Transferee or (y) impose on the Qualified Distribution Transferee, or cause the Qualified Distribution Transferee to incur or suffer, material economic detriment (including through disproportionate dilution, relative to other holders of Company Common Shares, or through a requirement to purchase or otherwise acquire, or offer to acquire, additional equity securities of the Company in the form of a mandatory offer requirement or similar provision) as a result of its receipt or continued ownership of Company Common Shares or other equity securities of the Company Transferred to it in a Distribution Transaction; provided that, at any adoption, approval, amendment or modification by the Company of any stockholder rights plan (or similar plan or agreement) or charter or by-law provision having anti-takeover provisions of general applicability, which does not cause Liberty to incur or suffer material economic detriment as a result of its ownership of Company Common Shares or other equity securities of the Company upon such adoption, approval, amendment or modification (and, assuming the Distribution Transaction occurred on such date, would not cause a Qualified Distribution Transferee to incur or suffer such effects upon the consummation of the Distribution Transaction), shall not be deemed to have any purpose or effect specified in clause (y) above; and (ii) as promptly as reasonably practicable following the written request of Liberty and prior to the consummation of a Distribution Transaction involving a Qualified Distribution Transferee, the Board of Directors will approve the Transfer of Company Common Shares to the Qualified Distribution Transferee in such Distribution Transaction for purposes of Section 203(a)(1) of the DGCL in the event that the Qualified Distribution Transferee’s ownership of Company Common Shares immediately following the Distribution Transaction would cause it to become an “interested stockholder” for purposes of Section 203 of the DGCLone time.