ENTERED INTO IF THE NUMBER OF COMPANY COMMON SHARES ISSUABLE IN SUCH
TRANSACTION IS FIXED ON
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THAT DATE, OR (B) SUCH LATER DATE ON WHICH THE CONSIDERATION, OR REMAINING
PORTION THEREOF, ISSUABLE IN SUCH TRANSACTION BECOMES FIXED, (V) IN CONNECTION
WITH A COMPENSATORY ISSUANCE OF SHARES OF COMPANY COMMON STOCK, THE FAIR MARKET
VALUE OF THE COMPANY COMMON STOCK, AND (VI) IN ALL OTHER CASES, INCLUDING,
WITHOUT LIMITATION, IN CONNECTION WITH THE ISSUANCE OF COMPANY COMMON SHARES
PURSUANT TO AN OPTION, WARRANT OR CONVERTIBLE SECURITY (OTHER THAN IN CONNECTION
WITH ISSUANCES DESCRIBED IN CLAUSE (V) ABOVE), THE FAIR MARKET VALUE OF THE
COMPANY COMMON SHARES ON THE DATE OF ISSUANCE.
SECTION 5.23.
"LIBERTY DIRECTOR" SHALL MEAN (A) ANY
EXECUTIVE OFFICER OR DIRECTOR OF LIBERTY DESIGNATED BY LIBERTY TO SERVE ON THE
COMPANY'S BOARD OF DIRECTORS, PROVIDED THAT THE COMPANY'S BOARD OF DIRECTORS IS
NOT UNABLE, IN THE EXERCISE OF ITS FIDUCIARY RESPONSIBILITIES, TO RECOMMEND THAT
THE COMPANY'S STOCKHOLDERS ELECT SUCH INDIVIDUAL TO SERVE ON THE COMPANY'S
BOARD OF DIRECTORS, OR (B) ANY OTHER PERSON DESIGNATED BY LIBERTY WHO IS
REASONABLY ACCEPTABLE TO THE COMPANY.
SECTION 5.24.
"LIBERTY HOLDCO" SHALL MEAN ANY
HOLDING COMPANY WHOLLY OWNED BY LIBERTY AND REASONABLY ACCEPTABLE TO THE
COMPANY, FORMED SOLELY FOR THE PURPOSE OF ACQUIRING AND HOLDING AN EQUITY
INTEREST IN THE COMPANY.
SECTION 5.25.
"OWNERSHIP PERCENTAGE" MEANS, WITH
RESPECT TO ANY STOCKHOLDER, AT ANY TIME, THE RATIO, EXPRESSED AS A PERCENTAGE,
OF (I) THE EQUITY SECURITIES BENEFICIALLY OWNED BY SUCH STOCKHOLDER
(DISREGARDING ANY LEGAL IMPEDIMENTS TO SUCH BENEFICIAL OWNERSHIP) AND ITS
AFFILIATES TO (II) THE SUM OF (X) THE TOTAL EQUITY SECURITIES AND (Y) WITH
RESPECT TO SUCH STOCKHOLDER, ANY COMPANY COMMON SHARES INCLUDED IN CLAUSE
(I) THAT ARE ISSUABLE UPON CONVERSION, EXCHANGE OR EXERCISE OF EQUITY SECURITIES
THAT ARE NOT INCLUDED IN CLAUSE (X).
SECTION 5.26.
"PERMITTED TRANSFEREE" SHALL MEAN
LIBERTY OR MR. DILLER AND THE MEMBERS OF THEIR RESPECTIVE STOCKHOLDER GROUPS.
SECTION 5.27.
"PERSON" SHALL MEAN ANY INDIVIDUAL,
PARTNERSHIP, JOINT VENTURE, CORPORATION, LIMITED LIABILITY COMPANY, TRUST,
UNINCORPORATED ORGANIZATION, GOVERNMENT OR DEPARTMENT OR AGENCY OF A GOVERNMENT.
SECTION 5.28.
"SALE TRANSACTION" SHALL MEAN THE
CONSUMMATION OF A MERGER, CONSOLIDATION OR AMALGAMATION BETWEEN THE COMPANY AND
ANOTHER ENTITY (OTHER THAN AN AFFILIATE OF THE COMPANY) IN WHICH THE COMPANY IS
ACQUIRED BY SUCH OTHER ENTITY OR A PERSON WHO CONTROLS SUCH ENTITY, OR A SALE OF
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY TO ANOTHER ENTITY, OTHER
THAN A SUBSIDIARY OF THE COMPANY.
SECTION 5.29.
"SECURITIES ACT" SHALL MEAN THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS OF THE
COMMISSION PROMULGATED THEREUNDER.
SECTION 5.30.
"STOCKHOLDERS" SHALL MEAN LIBERTY AND
MR. DILLER.
SECTION 5.31.
"STOCKHOLDER GROUP" SHALL MEAN (A) IN
RESPECT OF LIBERTY, THE LIBERTY STOCKHOLDER GROUP (AS DEFINED IN THE AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT) AND (B) IN RESPECT OF MR. DILLER, THE DILLER
STOCKHOLDER GROUP (AS DEFINED IN THE AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT).
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SECTION 5.32.
"SUBSIDIARY" SHALL MEAN, AS TO ANY