Common use of Tag-Along for Xxxxxx and Liberty for Transfers by the Other Clause in Contracts

Tag-Along for Xxxxxx and Liberty for Transfers by the Other. (a) If, after compliance with Section 4.4, either Xxxxxx or Liberty shall desire to Transfer to any unaffiliated third party any of the Class B Common Stock beneficially owned by him or it or any member of his or its Stockholder Group (other than a Transfer to a Qualified Distribution Transferee), in one transaction or a series of related transactions (the “Tag-Along Sale”), Xxxxxx or Liberty, as applicable (the “Initiating Party), shall give prior written notice to the other (the “Tag Party”) of such intended Transfer. Such notice (the “Tag-Along Notice”) shall set forth the terms and conditions of such proposed Transfer, including the number of shares of Class B Common Stock proposed to be Transferred (the “Tag-Along Shares”), the purchase price per share of Class B Common Stock proposed to be paid therefor and the payment terms and type of Transfer to be effectuated.

Appears in 4 contracts

Samples: Stockholders Agreement (Expedia, Inc.), Stockholders Agreement (Diller Barry), Stockholders Agreement (Diller Barry)

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Tag-Along for Xxxxxx and Liberty for Transfers by the Other. (a) If, after compliance with Section 4.4, If either Xxxxxx or Liberty shall desire to Transfer to any unaffiliated third party any of the Class B Common Stock Shares beneficially owned by him or it or any member of his or its Stockholder Group (other than a Transfer the Transfers referred to a Qualified Distribution Transfereein paragraphs (e) and (f) below), in one transaction or a series of related transactions (the “Tag-Along Sale”), Xxxxxx or Liberty, as applicable (the “Initiating Party), shall give prior written notice to the other (the “Tag Party”) of such intended Transfer. Such notice (the “Tag-Along Notice”) shall set forth the terms and conditions of such proposed Transfer, including the number of shares of Class B Common Stock Shares proposed to be Transferred (the “Tag-Along Shares”), the purchase price per share of Class B Common Stock Share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated.

Appears in 2 contracts

Samples: Stockholders Agreement (Expedia, Inc.), Stockholders Agreement (Iac/Interactivecorp)

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Tag-Along for Xxxxxx and Liberty for Transfers by the Other. (a) If, after compliance with Section 4.4, either Xxxxxx or Liberty shall desire to Transfer to any unaffiliated third party any of the Class B Common Stock beneficially owned by him or it or any member of his or its Stockholder Group (other than a Transfer to a Qualified Distribution Transferee), in one transaction or a series of related transactions (the “Tag-Along Sale”), Xxxxxx or Liberty, as applicable (the “Initiating Party), shall give prior written notice to the other (the “Tag Party”) of such intended Transfer. Such notice (the “Tag-Along Notice”) shall set forth the terms and conditions of such proposed Transfer, including the number of shares of Class B Common Stock proposed to be Transferred (the “Tag-Along Shares”), the purchase price per share of Class B Common Stock proposed to be paid therefor and the payment terms and type of Transfer to be effectuated.

Appears in 1 contract

Samples: Stockholders Agreement (Expedia, Inc.)

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