Common use of Transfers of Class B Shares Clause in Contracts

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”) proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice,” which term will include any corresponding L/D Offer Notice) to Xxxxxx, if the Transferring Stockholder is Liberty or a member of the Liberty Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx or a member of the Xxxxxx Stockholder Group (the recipient of such notice, the “Non-Transferring Stockholder”), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 Sections 4.8, 4.9 and 4.10 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “"Transferring Stockholder”") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “"Exchange Notice,” which term will include any corresponding L/D Offer Notice") to Xxxxxx, if the Transferring each other Stockholder is Liberty or a member of the Liberty Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx or a member of the Xxxxxx Stockholder Group (the recipient of such notice, the “"Non-Transferring Stockholder”Stockholders"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Each Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days 20 days of its receipt of the Exchange Notice of its desire to 42 39 exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3Stock. If each of the Non-Transferring Stockholder Stockholders desires to exchange some or all of such shares rather than exercise and to the extent that such shares are not otherwise Transferred to any Stockholder (or its right of first refusal Permitted Designee) pursuant to Section 4.34.8, 4.9 or 4.10, such shares of Class B Common Stock shall be exchangedexchanged (i) if the Transferring Stockholder is other than Dillxx, xxrst with Dillxx (xx the extent he elects to exchange), second, with respect to any remaining shares, with Universal (to the extent that Universal elects to exchange) (if Universal is not the Transferring Stockholder) and third, with Liberty and (ii) if the Transferring Stockholder is Dillxx, xxen with Universal (to the extent that Universal elects to exchange), with any remaining shares of Class B Common Stock exchanged with Liberty (to the extent that Liberty elects to exchange). Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice"EXCHANGE NOTICE,” " which term will include any corresponding L/D Offer Notice) to XxxxxxDiller, if the Transferring Stockholder is Liberty or a member of the Liberty Lxxxxxx Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx Diller or a member of the Xxxxxx Diller Stockholder Group (the recipient of such noticesuxx xxxice, the “Non"NON-Transferring Stockholder”TRANSFXXXXXX STOCKHOLDER"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice"EXCHANGE NOTICE,” " which term will include any corresponding L/D Offer Notice) to XxxxxxDiller, if the Transferring Stockholder is Liberty or a member of the Liberty thx Xxxxrty Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx Diller or a member of the Xxxxxx Diller Stockholder Group (the recipient of such xxxx notice, the “Non"NON-Transferring Stockholder”TRAXXXXXXING STOCKHOLDER"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice"EXCHANGE NOTICE,” " which term will include any corresponding L/D Offer Notice) to XxxxxxDiller, if the Transferring Stockholder is Liberty or a member of the Liberty Xxxxxxy Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx Diller or a member of the Xxxxxx Diller Stockholder Group (the recipient of such noticesxxx xxtice, the “Non"NON-Transferring Stockholder”TRANSXXXXXXG STOCKHOLDER"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.

Transfers of Class B Shares. (a) Subject to the rights of first refusal pursuant to Section 4.3 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholder Group (the “Transferring Stockholder”"TRANSFERRING STOCKHOLDER") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable L/D Offer Notice) (the “Exchange Notice"EXCHANGE NOTICE,” " which term will include any corresponding L/D Offer Notice) to XxxxxxDiller, if the Transferring Stockholder is Liberty or a member of the Liberty Xxxxxty Stockholder Group, or to Liberty, if the Transferring Stockholder is Xxxxxx Diller or a member of the Xxxxxx Diller Stockholder Group (the recipient of such noticexxxx xotice, the “Non"NON-Transferring Stockholder”TRANXXXXXXNG STOCKHOLDER"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder shall give notice to the Transferring Stockholder within 10 Business Days of its receipt of the Exchange Notice of its desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock or its election to purchase all such offered shares of Class B Common Stock pursuant to Section 4.3. If the Non-Transferring Stockholder desires to exchange some or all of such shares rather than exercise its right of first refusal pursuant to Section 4.3, such shares of Class B Common Stock shall be exchanged. Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer.