(INCLUDING ALL OF THE COMMON SHARES HELD BY THE BDTV ENTITIES IF LIBERTY IS THE
TAG PARTY) AS OF THE DATE OF THE TAG-ALONG NOTICE.
THE NUMBER OF COMMON SHARES
THAT DILLER OR LIBERTY MAY SELL TO AN UNAFFILIATED THIRD PARTY PURSUANT TO
SECTION 4.2(A) SHALL BE DETERMINED BY MULTIPLYING THE MAXIMUM NUMBER OF
TAG-ALONG SHARES THAT SUCH THIRD PARTY IS WILLING TO PURCHASE ON THE TERMS SET
FORTH IN THE TAG-ALONG NOTICE BY A FRACTION, THE NUMERATOR OF WHICH IS THE
NUMBER OF COMMON SHARES THAT SUCH STOCKHOLDER PROPOSES TO SELL HEREUNDER
(SUBJECT TO THE MAXIMUM AMOUNT FOR DILLER OR LIBERTY, AS APPLICABLE, CALCULATED
PURSUANT TO THE PRECEDING SENTENCE) AND THE DENOMINATOR OF WHICH IS THE
AGGREGATE NUMBER OF COMMON SHARES THAT DILLER AND LIBERTY PROPOSE TO SELL
HEREUNDER.
(C)
AT THE CLOSING OF ANY PROPOSED TRANSFER IN
RESPECT OF WHICH A TAG-ALONG NOTICE HAS BEEN DELIVERED, THE TAG PARTY SHALL
DELIVER, FREE AND CLEAR OF ALL LIENS (OTHER THAN LIENS CAUSED BY THE ACQUIRING
PERSON IN THE TAG-ALONG SALE), TO SUCH THIRD PARTY CERTIFICATES EVIDENCING THE
COMMON SHARES TO BE SOLD THERETO DULY ENDORSED WITH TRANSFER POWERS AND SHALL
RECEIVE IN EXCHANGE THEREFORE THE CONSIDERATION TO BE PAID BY SUCH THIRD PARTY
IN RESPECT OF SUCH COMMON SHARES AS DESCRIBED IN THE TAG-ALONG NOTICE.
NO
TRANSFEREE SHALL BE REQUIRED TO PURCHASE SHARES OF A BDTV ENTITY IN CONNECTION
WITH THE TAG-ALONG SALE AND EACH OF LIBERTY AND DILLER SHALL
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COOPERATE SO THAT ANY TRANSFEREE WILL BE ABLE TO PURCHASE DIRECTLY ANY COMMON
SHARES HELD BY A BDTV ENTITY AND NOT THE SHARES OF ANY BDTV ENTITY.
(D)
NEITHER DILLER AND THE MEMBERS OF HIS
STOCKHOLDER GROUP, ON THE ONE HAND, NOR LIBERTY AND THE MEMBERS OF ITS
STOCKHOLDER GROUP, ON THE OTHER HAND, SHALL EFFECT ANY TRANSFER OR TRANSFERS
CONSTITUTING A TAG-ALONG SALE ABSENT COMPLIANCE WITH THIS SECTION 4.2.
(E)
THIS SECTION 4.2 SHALL NOT BE APPLICABLE TO
THE TRANSFER BY DILLER OR ANY MEMBER OF HIS STOCKHOLDER GROUP (I) OF AN
AGGREGATE OF NOT MORE THAN 2,000,000 COMMON SHARES WITHIN ANY ROLLING
TWELVE-MONTH PERIOD, (II) PURSUANT TO SECTION 4.1(A)(V) OR 4.1(A)(Y), (III) IN A
MARKET SALE, OR (IV) FOLLOWING SUCH TIME AS DILLER IS NO LONGER CEO OTHER THAN
ANY TRANSFER MADE IN CONNECTION WITH DILLER CEASING TO BE CEO.
THIS SECTION 4.2
SHALL NOT BE APPLICABLE TO (I) THE TRANSFER OF COMMON STOCK BY THE LIBERTY
STOCKHOLDER GROUP IN A MARKET SALE, PROVIDED THAT THE TOTAL VOLUME OF SALES
EFFECTED ON ANY SINGLE DAY SHALL NOT EXCEED THE DAILY HEDGING LIMIT, OR (II) THE
ENTRY INTO, MAINTENANCE OF, PERFORMANCE OF OBLIGATIONS UNDER AND UNWINDING OF
HEDGING TRANSACTIONS EFFECTED BY THE LIBERTY STOCKHOLDER GROUP, INCLUDING,
WITHOUT LIMITATION, THE TRANSFER OF COMMON STOCK IN CONNECTION THEREWITH THROUGH
THE DELIVERY OF COMMON STOCK TO A THIRD PARTY IN CONNECTION WITH THE SETTLEMENT
OR SATISFACTION OF A HEDGING TRANSACTION OR THE FORECLOSURE AND SALE BY A
SECURED PARTY OF ANY COMMON STOCK PLEDGED TO SECURE THE OBLIGATIONS OF