Restrictions on Transfer by Liberty and Xxxxxx. (a) Until the Chairman Termination Date or such time as Xxxxxx becomes Disabled, subject to the other provisions of this Agreement, neither Liberty nor Xxxxxx shall Transfer or otherwise dispose of (including pledges), directly or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (i) Transfers of Common Stock pursuant to a Hedging Transaction permitted by Section 4.8, (ii) Transfers of Common Shares to a Qualified Distribution Transferee, (iii) Transfers of Common Shares by Xxxxxx in order to pay taxes arising from the granting, vesting and/or exercise of the Options, (iv) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Xxxxxx to members of the Xxxxxx Stockholder Group, (v) Transfers of Options or Common Shares to the Company by Xxxxxx or his Affiliates in connection with a “cashless” exercise of the Options (including Options granted to Xxxxxx heretofore or in the future), (vi) a pledge or grant of a security interest in Common Stock to secure bona fide indebtedness, and (vii) Transfers of Common Shares made pursuant to Section 4.2, Section 4.3 and Section 4.4. The restrictions on Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Xxxxxx and the restrictions on Transfer by Xxxxxx provided in this Section 4.1 shall be for the sole benefit of Liberty.
Appears in 6 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Expedia, Inc.), Stockholders Agreement (Diller Barry)
