Liberty IFE Put. Upon the occurrence of both of the events described in clauses (x) and (y) of this Section 2 (a) prior to January 5, 2010: (x) the death of both M.G. Xxxxxxxxx xxx Timoxxx X. Xxxxxxxxx xx, alternatively, the disassociation of both of them from the management and governance of both CBN and the Corporation and (y) the holding of Voting Power over at least a majority of the outstanding shares of Class A Stock on the date of determination by either CBN or the heirs of Timoxxx X. Xxxxxxxxx (xxe "Heirs"), then Liberty IFE may, at its option, require, subject to clause (vi) below, the purchase of all of the Covered Securities held by it on June 30, 1995 (including any Class B Stock or Class C Stock into which any of such Covered Securities may be converted, and any securities that may hereafter be issued with respect to such Covered Securities) by CBN or the Heirs, as the case may be, at the Fair Market value of such Covered Securities on the following terms (the "Put Option"):
(i) CBN or the Heirs, as the case may be, shall give Liberty IFE written notice of Liberty IFE's right to exercise the Put Option (the "Put Option Notice") promptly after the occurrence of both of the events described in clauses (x) and (y) of Section 2(a) above. Within six (6) months after the receipt of such notice, Liberty IFE may notify both CBN and the Heirs in 5 6 writing of its intent to exercise the Put Option (the "Put Exercise Notice"). In the event Liberty IFE does not so notify both CBN and the Heirs, such Put option shall be deemed to have been waived by Liberty IFE.
(ii) The Covered Securities subject to the Put Option shall be purchased by whomever of CBN or the Heirs (the "Put Party") possesses Voting Power over a majority of the outstanding shares of Class A Stock on the date of the Put Option Notice.
(iii) Within 30 days after its receipt of the Put Exercise Notice, the Put Party, at its option, may notify Liberty IFE in writing of the Put Party's intention to seek a bona fide purchaser for (x) all of the outstanding capital stock of the Corporation or (y) all or substantially all of the assets and business of the Corporation. In such event, the purchase of the Covered Securities subject to the Put Option shall be delayed for a period of 180 days from the date of the Put Exercise Notice pending the sale of the Corporation's capital stock or assets. Any such sale shall be for an amount in cash which results in Liberty IFE receiving an amount equal to not less than 95% of t...
