SHALL AGREE IN WRITING TO BE DIRECTLY LIABLE FOR THE PERFORMANCE OF
THE THIRD PARTY TRANSFEREE TO THE SAME EXTENT LIBERTY WOULD BE LIABLE FOR THE
PERFORMANCE OF ITS PERMITTED TRANSFEREES.
SECTION 4.6.
NOTICE OF TRANSFER.
IN ADDITION TO ANY OTHER NOTICES REQUIRED BY
THIS AGREEMENT, TO THE EXTENT ANY STOCKHOLDER AND ITS PERMITTED TRANSFEREES
TRANSFER ANY COMMON SHARES, SUCH STOCKHOLDER SHALL, WITHIN THREE BUSINESS DAYS
FOLLOWING CONSUMMATION OF SUCH TRANSFER, DELIVER NOTICE THEREOF TO THE COMPANY
AND THE OTHER STOCKHOLDER, PROVIDED, HOWEVER, THAT NO SUCH NOTICE SHALL BE
REQUIRED TO BE DELIVERED UNLESS THE AGGREGATE COMMON SHARES TRANSFERRED BY SUCH
STOCKHOLDER AND ITS PERMITTED TRANSFEREES SINCE THE DATE OF THE LAST NOTICE
DELIVERED BY SUCH STOCKHOLDER PURSUANT TO THIS SECTION 4.6 EXCEEDS 1% OF THE
OUTSTANDING COMMON SHARES.
SECTION 4.7.
COMPLIANCE WITH TRANSFER PROVISIONS.
ANY TRANSFER OR ATTEMPTED
TRANSFER OF COMMON SHARES IN VIOLATION OF ANY PROVISION OF THIS AGREEMENT SHALL
BE VOID.
ARTICLE V
BDTV ENTITY ARRANGEMENTS
SECTION 5.1.
MANAGEMENT.
THE BUSINESS AND AFFAIRS OF EACH BDTV ENTITY WILL BE
MANAGED BY A BOARD OF DIRECTORS ELECTED BY THE HOLDERS OF A MAJORITY OF THE
VOTING EQUITY INTERESTS IN SUCH BDTV ENTITY.
NOTWITHSTANDING THE FOREGOING, THE
TAKING OF ANY ACTION BY A BDTV ENTITY WITH RESPECT TO (I) TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY MATTER THAT WOULD HAVE CONSTITUTED A
FUNDAMENTAL CHANGE UNDER THE 1997 STOCKHOLDERS AGREEMENT (AS APPLIED TO SUCH
BDTV ENTITY AND TO THE COMMON SHARES, MUTATIS MUTANDIS) OR (II) ANY ACQUISITION
OR DISPOSITION (INCLUDING PLEDGES) OF ANY COMMON SHARES HELD BY SUCH BDTV
ENTITY, IN EITHER
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CASE, WILL REQUIRE THE UNANIMOUS APPROVAL OF THE HOLDERS OF ALL VOTING AND
NON-VOTING EQUITY INTERESTS IN SUCH BDTV ENTITY.
SECTION 5.2.
CHANGES TO BDTV STRUCTURES.
LIBERTY AND DILLER AGREE, SUBJECT TO
APPLICABLE LAW AND FCC REGULATIONS, TO TAKE SUCH ACTIONS AS MAY BE REASONABLY
NECESSARY, INCLUDING BUT NOT LIMITED TO AMENDING THE CERTIFICATE OF
INCORPORATION OF EACH BDTV ENTITY, IN ORDER TO PROVIDE LIBERTY WITH THE ABILITY
TO TRANSFER, DIRECTLY OR INDIRECTLY, SUCH AMOUNTS OF COMMON SHARES AS LIBERTY IS
PERMITTED TO SELL HEREUNDER, AND, IF REQUESTED BY LIBERTY, DILLER AGREES,
SUBJECT TO APPLICABLE LAW AND AT LIBERTY'S SOLE COST AND EXPENSE TO TAKE ACTIONS
AS ARE REASONABLY NECESSARY TO PERMIT EACH BDTV ENTITY TO HOLD SEPARATELY SHARES
OF CAPITAL STOCK OF EXPEDIA, INC. ("EXPEDIA SHARES") TO BE HELD BY IT
IMMEDIATELY FOLLOWING THE EFFECTIVE TIME OF THE COMPANY'S SPIN OFF OF
EXPEDIA, INC., TO SELL SUCH EXPEDIA SHARES, DIRECTLY OR INDIRECTLY, SEPARATELY
FROM A SALE OF THE COMMON SHARES (BUT ONLY AS PERMITTED BY THE AGREEMENTS
BETWEEN LIBERTY AND DILLER WITH RESPECT TO THE EXPEDIA SHARES), TO REORGANIZE
THE ASSETS OF ANY OR ALL OF THE BDTV ENTITIES TO REFLECT OWNERSHIP OF THE
EXPEDIA SHARES, INCLUDING, WITHOUT LIMITATION, TO TRANSFER COMMON SHARES AND/OR
EXPEDIA SHARES TO A SUBSIDIARY OF A BDTV ENTITY (AND ANY SUCH SUBSIDIARY OF A
BDTV ENTITY THAT HOLDS COMMON SHARES OR OTHER ENTITY HOLDING COMMON SHARES AS A
RESULT