TH AND ALL PERMITTED TRANSFEREES OF TH IN EXCHANGE, AT THE OPTION OF PCLN
SUB, FOR CASH OR COMMON STOCK OF PRICELINE EQUAL IN VALUE TO THE MARKET VALUE
DETERMINATION OF SUCH COMPANY SECURITIES AND (B) TH MAY OFFER TO PURCHASE ALL
COMPANY SECURITIES OWNED OR HELD, WHETHER DIRECTLY OR INDIRECTLY, BY PCLN SUB
AND ALL PERMITTED TRANSFEREES OF PCLN SUB IN EXCHANGE, FOR CASH EQUAL IN VALUE
TO THE MARKET VALUE DETERMINATION OF SUCH COMPANY SECURITIES (FOR EACH OF PCLN
SUB AND TH, A "PURCHASE OPTION").
THE NUMBER OF SHARES OF PRICELINE COMMON
STOCK, IF ANY, TO BE ISSUED WILL BE EQUAL TO (X) THE MARKET VALUE DETERMINATION
OF
COMPANY SECURITIES PURCHASED BY PCLN SUB DIVIDED BY (Y) THE PRICELINE MARKET
PRICE.
NOTWITHSTANDING ANY PROVISIONS HEREOF TO THE CONTRARY, NO PARTY SHALL
HAVE AN OBLIGATION TO PURCHASE ANY COMPANY SECURITIES OF ANY OTHER PARTY
PURSUANT TO THIS SECTION 7.11(B)(II).
(III)
IN THE EVENT THAT NEITHER PCLN SUB NOR TH EXERCISES ITS PURCHASE
OPTION OR EACH OF PCLN SUB AND TH EXERCISES ITS PURCHASE OPTION IN ACCORDANCE
WITH THE TERMS OF THIS SECTION 7.11 PRIOR TO THE EXPIRATION OF THE EXERCISE
PERIOD, THEN PCLN SUB AND TH SHALL ENGAGE THE INDEPENDENT BANK TO ATTEMPT TO
SELL THE COMPANY IN A SINGLE, PRIVATE TRANSACTION, NEGOTIATED AT ARM'S-LENGTH,
TO A THIRD PARTY THAT IS NOT AN
42
AFFILIATE OF PRICELINE, PCLN SUB, HUTCHISON, A.S. WATSON OR TH (A "THIRD- PARTY
SALE").
THE AGGREGATE PROCEEDS FROM THE THIRD-PARTY SALE SHALL BE DISTRIBUTED
AMONG SECURITYHOLDERS IN PROPORTION TO THE PERCENTAGE OF ORDINARY SHARES OWNED
OR HELD BY SUCH SECURITYHOLDERS ON THE CLOSING DATE OF THE THIRD-PARTY SALE.
(IV)
IF NO THIRD-PARTY SALE OCCURS IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 7.11 PRIOR TO THE FIRST ANNIVERSARY OF THE EXPIRATION OF THE EXERCISE
PERIOD, THEN EITHER PCLN SUB OR TH MAY, UPON WRITTEN NOTICE TO THE COMPANY AND
EACH OTHER SECURITYHOLDER REQUIRE THAT THE COMPANY LIQUIDATE, AND THE COMPANY
AND EACH PARTY SHALL TAKE REASONABLE ACTIONS TO EFFECT SUCH LIQUIDATION WITHIN A
COMMERCIALLY REASONABLE PERIOD THAT WOULD ALLOW FOR AN ORDERLY WINDING-UP OF THE
AFFAIRS OF THE COMPANY AND DISPOSAL OF THE COMPANY'S ASSETS, SUCH LIQUIDATION TO
BE CONDUCTED IN ACCORDANCE WITH APPLICABLE LAW.
(C)
CLOSING OF PURCHASE OPTION.
(I)
ANY PURCHASE OF COMPANY SECURITIES BY PCLN SUB OR TH PURSUANT TO
SECTION 7.11(B)(II) SHALL TAKE PLACE AT A CLOSING TO BE HELD AT THE LOCATION AND
ON THE DATE MUTUALLY AGREED UPON BY TH AND PCLN SUB, WHICH DATE SHALL BE NOT
LESS THAN THIRTY (30) DAYS NOR MORE THAN SIXTY (60) DAYS AFTER THE DATE ON WHICH
PCLN SUB OR TH EXERCISES ITS PURCHASE OPTION AND, FAILING AGREEMENT, SUCH
CLOSING SHALL TAKE PLACE SIMULTANEOUSLY AT THE OFFICES OF BAKER & MCKENZIE
LOCATED AT HUTCHISON HOUSE, 14TH FLOOR, 10 HARCOURT ROAD, HONG KONG, AND AT THE
OFFICES OF BLANK ROME LLP LOCATED AT ONE LOGAN SQUARE, PHILADELPHIA,
PENNSYLVANIA, UNITED STATES OF AMERICA, AT 8:00 A.M., HONG KONG TIME, ON THE
DATE WHICH