COURIER SERVICE (CHARGES
PREPAID) TO THE ADDRESS FOR SUCH PERSON SET FORTH BELOW OR SUCH OTHER ADDRESS AS
THE RECIPIENT PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE OTHER PARTIES
HERETO AND SHALL BE DEEMED TO HAVE BEEN GIVEN HEREUNDER WHEN RECEIPT IS
ACKNOWLEDGED FOR PERSONAL DELIVERY OR FACSIMILE TRANSMISSION OR ONE DAY AFTER
DEPOSIT WITH A REPUTABLE OVERNIGHT COURIER SERVICE.
If to Liberty:
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Attention:
General Counsel
Telephone:
(720) 875-5400
Facsimile:
(720) 875-5382
with a copy to:
Baker Botts LLP
30 Rockefeller Plaza
44th Floor
New York, NY 10112
Attention:
Frederick H. McGrath, Esq.
Telephone:
(212) 408-2530
Facsimile:
(212) 259-2530
If to Diller:
c/o IAC/InterActiveCorp
152 West 57th Street
New York, NY 10112
Attention:
General Counsel
Telephone:
(212) 314-7274
Facsimile:
(212) 632-9642
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention:
Pamela S. Seymon, Esq.
Andrew J. Nussbaum, Esq.
Telephone:
(212) 403-1000
Facsimile:
(212) 403-2000
22
SECTION 6.13.
ADJUSTMENT OF SHARES NUMBERS.
IF, AFTER THE EFFECTIVE TIME OF
THIS AGREEMENT, THERE IS A SUBDIVISION, SPLIT, STOCK DIVIDEND, COMBINATION,
RECLASSIFICATION OR SIMILAR EVENT WITH RESPECT TO ANY OF THE SHARES OF CAPITAL
STOCK REFERRED TO IN THIS AGREEMENT, THEN, IN ANY SUCH EVENT, THE NUMBERS AND
TYPES OF SHARES OF SUCH CAPITAL STOCK REFERRED TO IN THIS AGREEMENT (AND IF
APPLICABLE, THE SHARE PRICES THEREOF) SHALL BE ADJUSTED TO THE NUMBER AND TYPES
OF SHARES OF SUCH CAPITAL STOCK THAT A HOLDER OF SUCH NUMBER OF SHARES OF SUCH
CAPITAL STOCK WOULD OWN OR BE ENTITLED TO RECEIVE AS A RESULT OF SUCH EVENT IF
SUCH HOLDER HAD HELD SUCH NUMBER OF SHARES IMMEDIATELY PRIOR TO THE RECORD DATE
FOR, OR EFFECTIVENESS OF, SUCH EVENT.
SECTION 6.14.
GOVERNING LAW; CONSENT TO JURISDICTION.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE FOR ANY ACTION,
PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY
("LITIGATION") ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS,
NOTICE OR DOCUMENT BY U.S. MAIL TO ITS RESPECTIVE ADDRESS SET FORTH IN THIS
AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURTS OF THE STATE OF DELAWARE, AND HEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY