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). (b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.3(b) of this Agreement, (ii) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases to beneficially own 2,500,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and may not be assigned by Xxxxxx by operation of law or otherwise and shall not inure to Xxxxxx’x successors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.3, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

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). (b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.3(b) of this Agreement, (ii) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases to beneficially own 2,500,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and may not be assigned by Xxxxxx by operation of law or otherwise and shall not inure to Xxxxxx’x successors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.3, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

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). (b) Notwithstanding Xxxxxthstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx Diller will have no right to vote the Liberty Proxy Shares) in connection connexxxxx with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s 's consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx Diller of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section xx Xection 3.3(b) of this Agreement, (ii) at such time as Xxxxxx Diller has been convicted of, or has pleaded guilty to, any felony involving ixxxxxxng moral turpitude or (iii) at such time as Xxxxxx Diller ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to respexx xx which he has a pecuniary interest; providedPROVIDED, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx Diller within 30 days after receiving notice of the event giving rise to such risx xx xuch termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx Diller and may not be assigned by Xxxxxx Diller by operation of law or otherwise othexxxxx and shall not inure to Xxxxxx’x successors Dillex'x xxccessors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx Diller has suffered a mental or physical disability preventing Xxxxxx from Dillex xxxx voting or acting by written consent with respect to the Liberty Xxxxxxy Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx Diller ceasing to be so disabled.

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). (b) Notwithstanding Noxxxxxxtanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx Diller will have no right to vote the Liberty Proxy Shares) in connection with connectixx xxxh any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s 's consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx Diller of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section ox Xxxxion 3.3(b) of this Agreement, (ii) at such time as Xxxxxx Diller has been convicted of, or has pleaded guilty to, any felony involving invoxxxxx moral turpitude or (iii) at such time as Xxxxxx Diller ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to which xx xxxch he has a pecuniary interest; providedPROVIDED, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx Diller within 30 days after receiving notice of the event giving rise to such tx xxxx termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx Diller and may not be assigned by Xxxxxx Diller by operation of law or otherwise and otherwixx xxx shall not inure to Xxxxxx’x successors Diller's xxxxxssors without the prior written consent of Liberty. (ex) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx Diller has suffered a mental or physical disability preventing Xxxxxx from voting Diller fxxx xxting or acting by written consent with respect to the Liberty Proxy Libxxxx Xroxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx Diller ceasing to be so disabled.

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). (b) Notwithstanding Notwithsxxxxxxg the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx Diller will have no right to vote the Liberty Proxy Shares) in connection with connecxxxx xith any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s 's consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx Diller of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section xx Xxction 3.3(b) of this Agreement, (ii) at such time as Xxxxxx Diller has been convicted of, or has pleaded guilty to, any felony involving inxxxxxxg moral turpitude or (iii) at such time as Xxxxxx Diller ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to which respecx xx xhich he has a pecuniary interest; providedPROVIDED, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx Diller within 30 days after receiving notice of the event giving rise to such xx xxch termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx Diller and may not be assigned by Xxxxxx Diller by operation of law or otherwise and otherxxxx xnd shall not inure to Xxxxxx’x successors Diller'x xxxcessors without the prior written consent of Liberty. (ex) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx Diller has suffered a mental or physical disability preventing Xxxxxx from Diller xxxx voting or acting by written consent with respect to the Liberty Lxxxxxx Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx Diller ceasing to be so disabled.

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). (b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.3(b) of this Agreement, (ii) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and may not be assigned by Xxxxxx by operation of law or otherwise and shall not inure to Xxxxxx’x successors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

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 '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”"); provided, that in the event that Xxxxxx is Dillxx xx removed by the Board as Chairman CEO for any reason other than Cause, Xxxxxx shall Dillxx xxxll be deemed to continue to be Chairman for purposes of this Agreement CEO hereunder and shall be entitled to exercise 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 Dillxx'x xxxte of directors is elected and Xxxxxx is Dillxx xx promptly thereafter reinstated as ChairmanCEO). (b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on for (or consent to approve) any matter that is a Contingent Matter with respect Fundamental Change which Liberty has the right to which Liberty’s consent is required to pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) Notwithstanding the foregoing, so long as Liberty holds its Eligible Stockholder Amount and after termination of Liberty's consent right with respect to Fundamental Changes as provided in the Governance Agreement, Dillxx, xxth respect to matters that constitute Fundamental Changes, will vote the Liberty Proxy Shares in the manner directed by Liberty. (d) The Liberty Proxy shall terminate as provided for in Section 3.3(a3.6(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of Dillxx xx the terms of Section 3.1(a3.3(a), the second sentence of Section 3.3(b), Section 3.1(b), Section 3.1(c3.3(c) (as applicable to Liberty) or Section 3.3(b3.6(b) of this Agreement, (ii) at such time as Xxxxxx has Dillxx xxx been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases Dillxx xxxses to beneficially own 2,500,000 5,000,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within Dillxx xxxhin 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (de) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and Dillxx xxx may not be assigned by Xxxxxx by operation of law or otherwise and Dillxx xxx shall not inure to Xxxxxx’x successors Dillxx'x xxxcessors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.3, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

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). (b) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx will have no right to vote the Liberty Proxy Shares) in connection with any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section 3.3(b) of this Agreement, (ii) at such time as Xxxxxx has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Xxxxxx ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to which he has a pecuniary interest; provided, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx and may not be assigned by Xxxxxx by operation of law or otherwise and shall not inure to Xxxxxx’x successors without the prior written consent of Liberty. (e) Notwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx has suffered a mental or physical disability preventing Xxxxxx from voting or acting by written consent with respect to the Liberty Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx ceasing to be so disabled.

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). (b) Notwithstanding Notwithstxxxxxx the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares (and Xxxxxx Diller will have no right to vote the Liberty Proxy Shares) in connection with connectxxx xxth any vote on (or consent to approve) any matter that is a Contingent Matter with respect to which Liberty’s 's consent is required pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (c) The Liberty Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Xxxxxx Diller of the terms of Section 3.1(a), Section 3.1(b), Section 3.1(c) or Section xx Xxxtion 3.3(b) of this Agreement, (ii) at such time as Xxxxxx Diller has been convicted of, or has pleaded guilty to, any felony involving invxxxxxx moral turpitude or (iii) at such time as Xxxxxx Diller ceases to beneficially own 2,500,000 5,000,000 Common Shares with respect to which xx xxich he has a pecuniary interest; providedPROVIDED, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Xxxxxx Diller within 30 days after receiving notice of the event giving rise to such xx xxxh termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (d) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Xxxxxx Diller and may not be assigned by Xxxxxx Diller by operation of law or otherwise and otherwxxx xxd shall not inure to Xxxxxx’x successors Diller'x xxxxessors without the prior written consent of Liberty. (ex) Notwithstanding Xotwithstanding the foregoing, and without affecting the termination of the Liberty Proxy pursuant to this Section 3.33.3 hereof, the Liberty Proxy will be suspended during any period in which Xxxxxx Diller has suffered a mental or physical disability preventing Xxxxxx from voting Diller xxxx xoting or acting by written consent with respect to the Liberty Lixxxxx Proxy Shares, and during such period of disability, Liberty will be entitled to vote or consent in writing with respect to all Liberty Proxy Shares. The Liberty Proxy will be reinstated (unless sooner terminated in accordance with this Section 3.3) upon Xxxxxx Diller ceasing to be so disabled.