Common use of Irrevocable Proxy of Liberty Clause in Contracts

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx is no longer Chairman or (y) Xxxxxx is Disabled, Xxxxxx shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”), on all matters submitted to a vote of the Company’s stockholders or by which the Company’s stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”); provided, that in the event that Xxxxxx is removed by the Board as Chairman for any reason other than Cause, Xxxxxx shall be deemed to continue to be Chairman for purposes of this Agreement and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x slate of directors is elected and Xxxxxx is promptly thereafter reinstated as Chairman).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx Diller is no longer Chairman CEO or (y) Xxxxxx Diller is Disabled, Xxxxxx Diller shall be entitled exxxxxxd to exercise voting authority authxxxxx and authority to act xx xxx by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”"LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company’s 's stockholders or by which the Company’s 's stockholders may act by written consent, consent pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”"LIBERTY PROXY"); providedPROVIDED, that in the event that Xxxxxx Diller is removed by the Board xxx Xxard as Chairman CEO for any reason other than Cause, Xxxxxx Diller shall be deemed to continue to be Chairman for purposes of this Agreement CEO hereunder and shall be entitled xxxxxxed to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman CEO and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x Diller's slate of directors is elected and Xxxxxx Diller is promptly thereafter reinstated thereaxxxx xxxnstated as ChairmanCEO).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx Diller is no longer Chairman CEO or (y) Xxxxxx Diller is Disabled, Xxxxxx Diller shall be entitled entxxxxx to exercise voting authority and authorxxx xxd authority to act by xxx xy written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”"LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company’s 's stockholders or by which the Company’s 's stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”"LIBERTY PROXY"); providedPROVIDED, that in the event that Xxxxxx Diller is removed by the Board as Chairman CEO for any reason other than Cause, Xxxxxx Xxxxxr shall be deemed to continue to be Chairman CEO for purposes of this Agreement Agrexxxxx and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman CEO and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x Diller's slate of directors is elected and Xxxxxx Diller is promptly thereafter reinstated thereaftxx xxxxxtated as ChairmanCEO).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx Diller is no longer Chairman or (y) Xxxxxx Diller is Disabled, Xxxxxx Diller shall be entitled xxxxxled to exercise voting authority and authorixx xxx authority to act by xxx xx written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”"LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company’s 's stockholders or by which the Company’s 's stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”"LIBERTY PROXY"); providedPROVIDED, that in the event that Xxxxxx Diller is removed by the Board as Chairman for any reason other than CauseCaxxx, Xxxxxx Xiller shall be deemed to continue to be Chairman for purposes of this Agreement Xxxxxxent and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x Diller's slate of directors is elected and Xxxxxx Diller is promptly thereafter reinstated thereaftex xxxxxxated as Chairman).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx Diller is no longer Chairman or (y) Xxxxxx Diller is Disabled, Xxxxxx Diller shall be entitled xx xxtitled to exercise voting authority authxxxxx and authority to act xx xxx by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”"LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company’s 's stockholders or by which the Company’s 's stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”"LIBERTY PROXY"); providedPROVIDED, that in the event that Xxxxxx Diller is removed by the Board as Chairman for any reason other than CauseXxxxx, Xxxxxx Diller shall be deemed to continue to be Chairman for purposes of this Agreement thxx Xxxeement and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x Diller's slate of directors is elected and Xxxxxx Diller is promptly thereafter reinstated thereaxxxx xxxnstated as Chairman).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx is no longer Chairman or (y) Xxxxxx is Disabled, Xxxxxx shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”), on all matters submitted to a vote of the Company’s stockholders or by which the Company’s stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”); provided, that in the event that Xxxxxx is removed by the Board as Chairman for any reason other than Cause, Xxxxxx shall be deemed to continue to be Chairman for purposes of this Agreement and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x slate of directors is elected and Xxxxxx is promptly thereafter reinstated as Chairman).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx Diller is no longer Chairman CEO or (y) Xxxxxx Diller is Disabled, Xxxxxx Diller shall be entitled enxxxxxx to exercise voting authoxxxx xnd authority and authority to act tx xxx by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”"LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company’s 's stockholders or by which the Company’s 's stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”"LIBERTY PROXY"); providedPROVIDED, that in the event that Xxxxxx Diller is removed by the Board as Chairman CEO for any reason other than Cause, Xxxxxx Xxxxer shall be deemed to continue to be Chairman CEO for purposes of this Agreement Agrxxxxxx and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman CEO and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x Diller's slate of directors is elected and Xxxxxx Diller is promptly thereafter reinstated thereafxxx xxxxstated as ChairmanCEO).

Irrevocable Proxy of Liberty. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Xxxxxx is no longer Chairman CEO or (y) Xxxxxx is Disabled, Xxxxxx shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the “Liberty Proxy Shares”), on all matters submitted to a vote of the Company’s stockholders or by which the Company’s stockholders may act by written consent, pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the “Liberty Proxy”); provided, that in the event that Xxxxxx is removed by the Board as Chairman CEO for any reason other than Cause, Xxxxxx shall be deemed to continue to be Chairman CEO for purposes of this Agreement and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as Chairman CEO and (B) the next stockholders meeting of the Company at which he has had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Xxxxxx’x slate of directors is elected and Xxxxxx is promptly thereafter reinstated as ChairmanCEO).