Common use of RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER Clause in Contracts

RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Termination Date or such time as Diller bexxxxx Disabled, subject to the other provisions of this Agrxxxxxx, neither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), dxxxxxxy or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (w) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/xx xxxrcise of the Options, (x) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (y) a pledge or gxxxx xf a security interexx xx vested Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockhxxxxx Group of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (z) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of xxx Xptions (including Options granted to Diller on the date hereof or in the future). The restrictions on Traxxxxx by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Sxxxxxx 4.1 shall be for the sole benefit of Xxxxxty.

RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Chairman Termination Date or such time as Diller bexxxxx Dillxx xxxomes Disabled, subject to the other provisions of this Agrxxxxxx, neither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), dxxxxxxy or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (wv) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/xx xxxrcise of the Options, (xw) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (yx) a pledge or gxxxx xf a security interexx xx vested Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockhxxxxx Group of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iiib)(ii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) Stockholder (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (zy) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of xxx Xptions (including Options granted to Diller on the date hereof heretofore or in the future), and (z) Transfers of Common Shaxxx xxde pursuant to Sections 4.2, 4.3 and 4.4. The restrictions on Traxxxxx Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Sxxxxxx 4.1 shall be for the sole benefit of Xxxxxty.

RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Termination Date or such time as Diller bexxxxx Disabledbecoxxx Xxsabled, subject to the other provisions of this AgrxxxxxxAgreexxxx, neither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), dxxxxxxy dirxxxxx or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (wv) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/xx xxxrcise and/or xxxxxise of the Options, (xw) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (yx) a pledge or gxxxx xf graxx xx a security interexx interest xx vested xxsted Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockhxxxxx Group Stockholxxx Xxoup of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iiib)(ii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) Stockholder (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (zy) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of xxx Xptions txx Xxxions (including Options granted to Diller on the date hereof heretofore or in the future), and (z) Transfers of Common Sharex xxxx pursuant to Sections 4.2, 4.3 and 4.4. The restrictions on Traxxxxx Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Sxxxxxx 4.1 Secxxxx 0.1 shall be for the sole benefit of XxxxxtyLxxxxxx.

RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Termination Date or such time as Diller bexxxxx Disabledbecxxxx Xisabled, subject to the other provisions of this AgrxxxxxxAgrexxxxx, neither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), dxxxxxxy dixxxxxx or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (wv) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/xx xxxrcise ox xxxxcise of the Options, (xw) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (yx) a pledge or gxxxx xf grxxx xx a security interexx interesx xx vested xested Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockhxxxxx Group Stockhoxxxx Xroup of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iiib)(ii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) Stockholder (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (zy) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of xxx Xptions Xxtions (including Options granted to Diller on the date hereof heretofore or in the future), and (z) Transfers of Common Sharxx xxxe pursuant to Sections 4.2, 4.3 and 4.4. The restrictions on Traxxxxx Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Sxxxxxx Sexxxxx 4.1 shall be for the sole benefit of XxxxxtyXxxxxxy.

RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Chairman Termination Date or such time as Diller bexxxxx xxxxxxs Disabled, subject to the other provisions of this AgrxxxxxxAgreemxxx, neither xeither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), dxxxxxxy or direxxxx xr indirectly, any Common Shares beneficially owned by its Stockholder Group other than (wv) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/xx xxxrcise and/or xxxxxxse of the Options, (xw) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (yx) a pledge or gxxxx xf a granx xx x security interexx interest xx vested xxxted Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockhxxxxx Group Stockholdxx Xxxup of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iiib)(ii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) Stockholder (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (zy) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of xxx Xptions thx Xxxxons (including Options granted to Diller on the date hereof heretofore or in the future), and (z) Transfers of Common Shares xxxx pursuant to Sections 4.2, 4.3 and 4.4. The restrictions on Traxxxxx Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Sxxxxxx 4.1 Sectxxx 0.1 shall be for the sole benefit of XxxxxtyLixxxxx.