Common use of Sale Transaction Clause in Contracts

Sale Transaction. Any consolidation, merger, sale of all or substantially all of the Company's assets to another Person or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock (other than (x) any transaction in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities or (y) any transaction in connection with any bankruptcy or insolvency proceeding) is referred to herein as "Sale Transaction." The Company may effect a Sale Transaction without the vote or consent of the holders of the Preferred Shares, provided that concurrent with the consummation of any Sale Transaction, at the election of the Company, either (i) each Preferred Share shall be automatically converted into the kind and amount of stock, securities or assets which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one Preferred Share immediately prior to such Sale Transaction would have been entitled to receive pursuant to such transaction (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares) or (ii) the Company shall have made appropriate provision (in form and substance reasonably satisfactory to the holders of at least two-thirds (2/3) of the Preferred Shares then outstanding) to ensure that each of the holders of the Preferred Shares will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Preferred Shares such shares of stock, securities or assets that would have been issued or payable in such Sale Transaction with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such holder's Preferred Shares as of the date of such Sale Transaction (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares). No later than 10 Business Days prior to the consummation of a Sale Transaction, but not prior to the public announcement of such Sale Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier (a "Notice of Sale Transaction") to each holder of Preferred Shares. The Notice of Sale Transaction shall set forth the Company's election pursuant to this Section 3(a), which election shall be irrevocable.

Sale Transaction. Any consolidation(a) Subject to applicable law, each of the Universal Group and the Liberty Group agrees to immediately exercise its option with respect to an Exchange provided for in this Article 2 with respect to all LLC Shares held by any member of its Group simultaneously with the consummation of a merger, sale consolidation or amalgamation between HSN and another entity (other than an affiliate of all HSN) in which HSN is acquired by such other entity or substantially all a person who controls such entity, other than a subsidiary of HSN (a "Sale Transaction"); provided that if such Sale Transaction can be effected as to the applicable holders as a tax-free exchange involving a merger or exchange of shares of members of the Company's assets to another Person Universal Group (other than Universal) or Liberty Group (other transaction which is effected than Liberty), as the case may be, the Sale Transaction shall be structured in such manner in lieu of such members exercising the option to effect an Exchange and, in lieu of receiving shares of HSN Stock upon consummation of an Exchange, such Persons shall be entitled to receive the type and amount of consideration that such Persons would have received had such Exchange been consummated immediately prior to the Sale Transaction, unless the alternative structure described in this paragraph would materially adversely affect the ability of HSN to consummate such Sale Transaction. In the case of a way Sale Transaction which provides for holders of HSN Stock to elect the form of consideration, HSN shall make reasonable provision so that holders of LLC Shares may similarly make such election, to the same extent that would be the case had such holder held shares of HSN Stock immediately prior to the time of such election. (b) To the extent that a member of the Universal Group or the Liberty Group is not permitted by law (including FCC Regulations) to take the actions described in paragraph (a) above, in connection with a Sale Transaction, the Exchange Rate shall, upon consummation of such transaction, be adjusted to reflect the right to receive for each share of HSN Stock issuable pursuant to this Article 2, the same consideration per share to be received by the holders of HSN Common Stock are entitled to receive in the Sale Transaction. (either directly c) If a tender offer or upon subsequent liquidation) stock, securities or assets with respect to or in exchange offer has been commenced for HSN Common Stock (other than (xby HSN or a subsidiary of HSN) any transaction in which holders and, to the extent permissible under the terms of the Company's voting power Governance Agreement, either Universal or Liberty wishes to tender their respective LLC Shares or the stock of Universal Sub, the Universal Newcos, or the Liberty Newcos, as the case may be, in such tender or exchange offer, Universal or Liberty may at its option, either: (i) simultaneously tender its shares of HSN Stock received pursuant to an Exchange ("Tendered Exchange Shares") to the exchange agent in such tender offer and exercise its right to exchange LLC Shares for such shares in accordance with the provisions of Section 2.1 (a) and the terms of this Agreement; provided that any such exercise shall be conditioned on, and subject to, the consummation of such tender offer; provided, further, that in the event that fewer than all Tendered Exchange Shares are purchased in the tender offer, the exchange shall only occur with respect to such Tendered Exchange Shares that are purchased in the tender offer and the remaining Tendered Exchange Shares shall be returned to Universal or Liberty, as the case may be, or (ii) transfer such LLC Shares or the stock of Universal Sub, the Universal Newcos or the Liberty Newcos, as the case may be, to a person or entity (the "Transferee") which (A) is not considered to be a foreign owner for purposes of the FCC alien ownership rules and who would otherwise be permitted to lawfully hold the shares of HSN Stock underlying the right to effect the Exchange and (B) agrees to be bound by the terms of this Agreement, and such Transferee shall exercise such Exchange right immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power closing of the surviving entity tender offer solely for purposes of participating in such tender offer and pay the proceeds to Universal or entities necessary Liberty, as the case may be. In the case of clause (ii) above, in the event that less than all the HSN Stock represented by the exchanged LLC Shares are purchased in such tender offer or the tender offer is not consummated, at HSN's election, either (x) the Transferee shall exchange with HSN such shares of HSN Stock not purchased in the tender offer for a number of LLC Shares (based on the Exchange Rate and which LLC Shares shall have the same terms as the original right contained herein), and HSN shall deliver such shares and issue such replacement right to elect a majority of exchange to the members of Transferee and the board of directors (Transferee shall transfer such LLC Shares and related right to exchange to Universal or their equivalent if other than a corporation) of such entity or entities Liberty, as the case may be, or (y) permit Universal or Liberty, as the case may be, to hold the LLC Shares not purchased in the tender offer. (d) In connection with any of the transactions described in this Section 2.4 with respect to which HSN is a party to any agreement or contract relating thereto, HSN shall require that effective provision be made in any such transaction agreements or otherwise so that the provisions set forth herein relating to any LLC Shares that are not exchanged in connection with such transaction pursuant to paragraph (a) of this Section shall be entitled to the same rights of Exchange as provided herein, as nearly as reasonably may be practicable, to any bankruptcy other securities and assets deliverable upon an Exchange. The resulting or insolvency proceeding) is referred surviving corporation of any such transaction shall expressly assume the obligation to herein deliver, upon the exercise of an Exchange, such securities, cash or other assets as "Sale Transaction." The Company may effect a Sale Transaction without the vote or consent of the holders of the Preferred Shares, provided that concurrent with the consummation of any Sale Transaction, at the election of the Company, either (i) each Preferred Share LLC Shares shall be automatically converted into the kind and amount of stock, securities or assets which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one Preferred Share immediately prior to such Sale Transaction would have been entitled to receive pursuant to such transaction (without taking into account any limitations or restrictions on the convertibility provisions hereof, and to make provision for the protection of the Preferred Shares) or (ii) the Company shall have made appropriate provision (in form and substance reasonably satisfactory to the holders exchange of at least two-thirds (2/3) of the Preferred Shares then outstanding) to ensure that each of the holders of the Preferred Shares will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Preferred Shares such shares of stock, securities or assets that would have been issued or payable in such Sale Transaction with respect to or in exchange for the number of shares of Common Stock which would have been acquirable and receivable upon the conversion of such holder's Preferred LLC Shares as of provided in the date of such Sale Transaction (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares). No later than 10 Business Days prior to the consummation of a Sale Transaction, but not prior to the public announcement of such Sale Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier (a "Notice of Sale Transaction") to each holder of Preferred Shares. The Notice of Sale Transaction shall set forth the Company's election pursuant to this Section 3(a), which election shall be irrevocablepreceding sentence.