Common use of Transfers of BDTV Interests Clause in Contracts

Transfers of BDTV Interests. Except as otherwise specifically provided in this Agreement (including Section 4.1(b)), no transfers or other dispositions (including pledges), directly or indirectly, of any interest in (a) any BDTV Limited Entity by Liberty or (b) any BDTV Entity by Diller will be permitted without the consent of the other; provided, XXXXXDED (i) Liberty shall be entitled to transfer all or part of its interest in a BDTV Entity to members of the Liberty Stockholder Group, (ii) at such time Liberty becomes the owner of any voting securities of any BDTV Limited Entity, such BDTV Limited Entity shall be deemed to be a BDTV Unrestricted Entity, and (iii) in connection with any sale by Diller entitling Liberty to a right pursuant to Section 4.2, Liberty xxx Xiller shall take such reasonable action as may be required in order xxx xuch interest in a BDTV Limited Entity to be sold in any such transaction. Without the prior written consent of Liberty, Diller shall not Transfer any interest in a BDTV Entity (other than xx Xxxerty or, subject to Liberty's reasonable consent, a member of the Diller Stockholder Group). For purposes of determining whethex Xxxxrty is permitted to transfer the Common Shares held by a BDTV Unrestricted Entity, (i) such BDTV Unrestricted Entity shall be deemed to be a member of the Liberty Stockholder Group and the restrictions on transfers of interests in BDTV Entities shall not apply to Liberty (subject, however, to the other restrictions on transfer of Common Shares set forth herein, including the Right of First Refusal) and (ii) in connection with any proposed sale by Liberty HSN of the Common Shares held by a BDTV Entity (or its equity interest in such BDTV Entity), Liberty shall be entitled to purchase Diller's entire interest in such BDTV Entity for an amount in cash exxxx xx the Diller Interest Purchase Price or, at its election, require Diller tx xxxx his interest in such BDTV Entity to any such transferxx xxx a pro rata portion of the consideration to be paid by the applicable transferee in such transaction. At such time as (i) the CEO Termination Date has occurred or Diller becomes Disabled or (ii) the Diller Stockholder Group ceases xx xxx its Eligible Stockholder Amouxx xx Common Shares, Diller shall be required to sell his entire interest in the BDTV Entxxxxx to Liberty (or Liberty's designee) at a price equal to the Diller Interest Purchase Price.

Transfers of BDTV Interests. Except as otherwise specifically provided in this Agreement (including Section 4.1(b)), no transfers or other dispositions (including pledges), directly or indirectly, of any interest in (a) any BDTV Limited Entity by Liberty or (b) any BDTV Entity by Diller Xxxxxx will be permitted without the consent of the other; provided, XXXXXDED provided (i) Liberty shall be entitled to transfer all or part of its interest in a BDTV Entity to members of the Liberty Stockholder Group, (ii) at such time Liberty becomes the owner of any voting securities of any BDTV Limited Entity, such BDTV Limited Entity shall be deemed to be a BDTV Unrestricted Entity, and (iii) in connection with any sale by Diller Xxxxxx entitling Liberty to a right pursuant to Section 4.2, Liberty xxx Xiller and Xxxxxx shall take such reasonable action as may be required in order xxx xuch for Liberty’s interest in a BDTV Limited Entity to be sold in any such transaction. Without the prior written consent of Liberty, Diller Xxxxxx shall not Transfer any interest in a BDTV Entity (other than xx Xxxerty to Liberty or, subject to Liberty's ’s reasonable consent, a member of the Diller Xxxxxx Stockholder Group). For purposes of determining whethex Xxxxrty whether Liberty is permitted to transfer the Common Shares held by a BDTV Unrestricted Entity, (i) such BDTV Unrestricted Entity shall be deemed to be a member of the Liberty Stockholder Group and the restrictions on transfers of interests in BDTV Entities shall not apply to Liberty (subject, however, to the other restrictions on transfer of Common Shares set forth herein, including the Right of First RefusalRefusal applicable to the Class B Common Stock) and (ii) in connection with any proposed sale by any member of the Liberty HSN Stockholder Group of the Common Shares held by a BDTV Entity (or its equity interest in such BDTV Entity), such member of the Liberty Stockholder Group shall be entitled to purchase Diller's Xxxxxx’x entire interest in such BDTV Entity for an amount in cash exxxx xx equal to the Diller Xxxxxx Interest Purchase Price or, at its such purchaser’s election, require Diller tx xxxx Xxxxxx to sell his interest in such BDTV Entity to any such transferxx xxx transferee for a pro rata portion of the consideration to be paid by the applicable transferee in such transaction. At such time as (i) the CEO Chairman Termination Date has occurred or Diller Xxxxxx becomes Disabled or (ii) the Diller Xxxxxx Stockholder Group ceases xx xxx to own its Eligible Stockholder Amouxx xx Amount of Common Shares, Diller Xxxxxx shall be required to sell his entire interest in the BDTV Entxxxxx Entities to Liberty (or Liberty's ’s designee) at a price equal to the Diller Xxxxxx Interest Purchase Price.

Transfers of BDTV Interests. Except as otherwise specifically provided in this Agreement (including Section 4.1(b)), no transfers or other dispositions (including pledges), directly or indirectly, of any interest in (a) any BDTV Limited Entity by Liberty or (b) any BDTV Entity by Diller will be permitted without the consent of the other; provided, XXXXXDED (i) Liberty shall be entitled to transfer all or part of its interest in a BDTV Entity to members of the Liberty Stockholder Group, (ii) at such time Liberty becomes the owner of any voting securities of any BDTV Limited Entity, such BDTV Limited Entity shall be deemed to be a BDTV Unrestricted Entity, and (iii) in connection with any sale by Diller entitling Universal or Dillxx xxxitling Liberty to a right pursuant to Section 4.5, 4.6 or 4.7, an exercise of the Liberty Put Right or the Call Right by Universal, to the extent Liberty elects to exercise its right pursuant to such Section or is otherwise selling Common Shares to Universal pursuant to Section 4.2, Liberty xxx Xiller shall and Dillxx xxxll take such reasonable action as may be required in order xxx xuch for such interest in a BDTV Limited Entity to be sold in any such transaction. Without the prior written consent of Liberty, Diller shall Dillxx xxxll not Transfer any interest in a BDTV Entity (other than xx Xxxerty to Liberty or, subject to Liberty's reasonable consent, a member of the Diller Stockholder Dillxx Xxxckholder Group). For purposes of determining whethex Xxxxrty whether Liberty is permitted to transfer the Common Shares held by a BDTV Unrestricted Entity, (i) such BDTV Unrestricted Entity shall be deemed to be a member of the Liberty Stockholder Group and the restrictions on transfers of interests in BDTV Entities shall not apply to Liberty (subject, however, to the other restrictions on transfer of Common Shares set forth herein, including the Right of First Refusal) and (ii) in connection with any proposed sale by Liberty HSN of the Common Shares held by a BDTV Entity (or its equity interest in such BDTV Entity), Liberty shall be entitled to purchase Diller's entire Dillxx'x xxxire interest in such BDTV Entity for an amount in cash exxxx xx equal to the Diller Dillxx Xxxerest Purchase Price (formerly the "Dodgers Interest Purchase Price Price") or, at its election, require Diller tx xxxx Dillxx xx sell his interest in such BDTV Entity to any such transferxx xxx transferee for a pro rata portion of the consideration to be paid by the applicable transferee in such transaction. At such time as (i) the CEO Termination Date has occurred or Diller becomes Dillxx xxxomes Disabled or (ii) the Diller Stockholder Dillxx Xxxckholder Group ceases xx xxx to own its Eligible Stockholder Amouxx xx Amount of Common Shares, Diller shall Dillxx xxxll be required to sell his entire interest in the BDTV Entxxxxx Entities to Liberty (or Liberty's designee) at a price equal to the Diller Interest Dillxx Xxxerest Purchase Price.

Transfers of BDTV Interests. Except as otherwise specifically provided in this Agreement (including Section 4.1(b)), no transfers or other dispositions (including pledges), directly or indirectly, of any interest in (a) any BDTV Limited Entity by Liberty or (b) any BDTV Entity by Diller Xxxxxx will be permitted without the consent of the other; provided, XXXXXDED provided (i) Liberty shall be entitled to transfer all or part of its interest in a BDTV Entity to members of the Liberty Stockholder Group, (ii) at such time Liberty becomes the owner of any voting securities of any BDTV Limited Entity, such BDTV Limited Entity shall be deemed to be a BDTV Unrestricted Entity, and (iii) in connection with any sale by Diller Xxxxxx entitling Liberty to a right pursuant to Section 4.2, Liberty xxx Xiller and Xxxxxx shall take such reasonable action as may be required in order xxx xuch for Liberty’s interest in a BDTV Limited Entity to be sold in any such transaction. Without the prior written consent of Liberty, Diller Xxxxxx shall not Transfer any interest in a BDTV Entity (other than xx Xxxerty to Liberty or, subject to Liberty's ’s reasonable consent, a member of the Diller Xxxxxx Stockholder Group). For purposes of determining whethex Xxxxrty whether Liberty is permitted to transfer the Common Shares held by a BDTV Unrestricted Entity, (i) such BDTV Unrestricted Entity shall be deemed to be a member of the Liberty Stockholder Group and the restrictions on transfers of interests in BDTV Entities shall not apply to Liberty (subject, however, to the other restrictions on transfer of Common Shares set forth herein, including the Right of First RefusalRefusal applicable to the Class B Common Stock) and (ii) in connection with any proposed sale by any member of the Liberty HSN Stockholder Group of the Common Shares held by a BDTV Entity (or its equity interest in such BDTV Entity), such member of the Liberty Stockholder Group shall be entitled to purchase Diller's Xxxxxx’x entire interest in such BDTV Entity for an amount in cash exxxx xx equal to the Diller Xxxxxx Interest Purchase Price or, at its such purchaser’s election, require Diller tx xxxx Xxxxxx to sell his interest in such BDTV Entity to any such transferxx xxx transferee for a pro rata portion of the consideration to be paid by the applicable transferee in such transaction. At such time as (i) the CEO Termination Date has occurred or Diller Xxxxxx becomes Disabled or (ii) the Diller Xxxxxx Stockholder Group ceases xx xxx to own its Eligible Stockholder Amouxx xx Amount of Common Shares, Diller Xxxxxx shall be required to sell his entire interest in the BDTV Entxxxxx Entities to Liberty (or Liberty's ’s designee) at a price equal to the Diller Xxxxxx Interest Purchase Price.