A STOCKHOLDER WOULD BE PERMITTED TO SELL THE
COMPANY COMMON STOCK IN THE QUANTITIES PROPOSED TO BE SOLD AT SUCH TIME IN ONE
TRANSACTION UNDER RULE 144 OF THE SECURITIES ACT OR UNDER ANOTHER COMPARABLE
EXEMPTION THEREFROM.
(C)
IF THE COMPANY AND A STOCKHOLDER CANNOT
AGREE AS TO WHAT CONSTITUTES CUSTOMARY TERMS WITHIN TEN DAYS OF SUCH
STOCKHOLDER'S REQUEST FOR REGISTRATION (WHETHER IN A DEMAND REGISTRATION OR A
PIGGYBACK REGISTRATION), THEN SUCH DETERMINATION SHALL BE MADE BY A LAW FIRM OF
NATIONAL REPUTATION MUTUALLY ACCEPTABLE TO THE COMPANY AND SUCH STOCKHOLDER.
SECTION 6.08.
TERMINATION.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL TERMINATE (A) AS TO LIBERTY, AT
SUCH TIME THAT LIBERTY BENEFICIALLY OWNS EQUITY SECURITIES REPRESENTING LESS
THAN 5% OF THE TOTAL EQUITY SECURITIES AND (B) AS TO MR. DILLER, AT SUCH TIME
THAT THE CEO TERMINATION DATE HAS OCCURRED OR AT SUCH TIME AS HE BECOMES
DISABLED.
IN RESPECT OF "CONTINGENT MATTERS," SUCH PROVISIONS SHALL TERMINATE
AS TO MR. DILLER AND LIBERTY AS SET FORTH THEREIN.
SECTION 6.09.
SEVERABILITY.
IF ANY TERM, PROVISION,
COVENANT OR RESTRICTION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT
JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE, THE
14
REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS OF THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED
OR INVALIDATED, PROVIDED THAT THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH
TO ATTEMPT TO PLACE THE PARTIES IN THE SAME POSITION AS THEY WOULD HAVE BEEN IN
HAD SUCH PROVISION NOT BEEN HELD TO BE INVALID, VOID OR UNENFORCEABLE.
SECTION 6.10.
COOPERATION.
EACH OF LIBERTY AND
MR. DILLER COVENANTS AND AGREES WITH THE OTHER TO USE ITS REASONABLE BEST
EFFORTS TO CAUSE THE COMPANY TO FULFILL THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT.
SECTION 6.11.
ADJUSTMENT OF SHARE NUMBERS AND
PRICES.
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 PRICES OF SUCH SHARES,
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
AND THE PRICES FOR SUCH SHARES SHALL BE SIMILARLY ADJUSTED.
SECTION 6.12.
EFFECTIVE TIME.
THIS AGREEMENT SHALL
BECOME EFFECTIVE IMMEDIATELY FOLLOWING THE EFFECTIVE TIME OF THE COMPANY'S SPIN
OFF OF EXPEDIA, INC.
SECTION 6.13.
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, THIS AGREEMENT, THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT, AND AS PROVIDED IN SECTION 5.1 OF THE AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT, THE 1997 STOCKHOLDERS AGREEMENT EMBODY THE