THOSE SET FORTH IN
THIS SECTION 2.03.
SECTION 2.04.
NOTICE OF EVENTS.
IN THE EVENT THAT
(A) THE COMPANY INTENDS TO ENGAGE IN A TRANSACTION OF A TYPE THAT IS DESCRIBED
IN SECTION 2.03, AND (B) THE COMPANY DOES NOT INTEND TO SEEK CONSENT FROM
LIBERTY AND/OR MR. DILLER, WHICHEVER (OR BOTH) ARE REQUIRED TO CONSENT TO A
CONTINGENT MATTER (A "CONSENTING PARTY") DUE TO THE COMPANY'S GOOD FAITH BELIEF
THAT THE SPECIFIC PROVISIONS OF SECTION 2.03 DO NOT REQUIRE SUCH CONSENT BUT
THAT REASONABLE PEOPLE ACTING IN GOOD FAITH COULD DIFFER AS TO WHETHER CONSENT
IS REQUIRED PURSUANT TO SUCH SECTION, THE COMPANY SHALL NOTIFY THE CONSENTING
PARTIES AS TO THE MATERIAL TERMS OF THE TRANSACTION (INCLUDING THE COMPANY'S
ESTIMATE OF THE TIMING THEREOF) BY WRITTEN NOTICE (INCLUDING A STATEMENT OF THE
TOTAL DEBT RATIO) DELIVERED AS FAR IN ADVANCE OF ENGAGING IN SUCH TRANSACTION AS
IS REASONABLY PRACTICABLE UNLESS SUCH TRANSACTION WAS PREVIOUSLY PUBLICLY
DISCLOSED.
ARTICLE III
PREEMPTIVE RIGHTS
SECTION 3.01.
LIBERTY PREEMPTIVE RIGHTS.
(A) IN THE
EVENT THAT AFTER THE DATE HEREOF, THE COMPANY ISSUES OR PROPOSES TO ISSUE (OTHER
THAN TO THE COMPANY AND ITS AFFILIATES OR LIBERTY AND ITS AFFILIATES, AND OTHER
THAN PURSUANT TO AN EXCLUDED ISSUANCE) ANY COMPANY COMMON SHARES (INCLUDING
COMPANY COMMON SHARES ISSUED UPON EXERCISE, CONVERSION OR EXCHANGE OF OPTIONS,
WARRANTS AND CONVERTIBLE SECURITIES (OTHER THAN SHARES OF COMPANY COMMON STOCK
ISSUED UPON CONVERSION OF SHARES OF COMPANY CLASS B STOCK) AND SUCH ISSUANCE,
TOGETHER WITH ANY PRIOR ISSUANCES AGGREGATING LESS THAN 1% WITH RESPECT TO WHICH
LIBERTY'S PREEMPTIVE RIGHT HAS NOT BECOME EXERCISABLE (INCLUDING ISSUANCES PRIOR
TO THE DATE HEREOF WHICH WOULD BE INCLUDED FOR PURPOSES OF CALCULATING THE 1%
THRESHOLD THAT HAVE NOT PREVIOUSLY BEEN TAKEN INTO ACCOUNT IN CONNECTION WITH
THE PREEMPTIVE RIGHT LAST PRECEDING THE DATE OF THIS AGREEMENT PURSUANT TO THE
2001 GOVERNANCE AGREEMENT), SHALL BE IN EXCESS OF 1% OF THE TOTAL NUMBER OF
COMPANY COMMON SHARES OUTSTANDING AFTER GIVING EFFECT TO SUCH ISSUANCE (AN
"ADDITIONAL ISSUANCE"), THE COMPANY SHALL GIVE WRITTEN NOTICE TO LIBERTY NOT
LATER THAN FIVE BUSINESS DAYS AFTER THE ISSUANCE, SPECIFYING THE NUMBER OF
COMPANY COMMON SHARES ISSUED OR TO BE ISSUED AND THE ISSUE PRICE (IF KNOWN) PER
SHARE.
LIBERTY SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO PURCHASE OR
CAUSE ONE OR MORE OF THE LIBERTY HOLDCOS TO PURCHASE FOR CASH A NUMBER (BUT NOT
LESS THAN SUCH NUMBER) OF COMPANY COMMON SHARES (ALLOCATED BETWEEN COMPANY
COMMON STOCK AND COMPANY CLASS B STOCK IN THE SAME PROPORTION AS THE ISSUANCE OR
ISSUANCES GIVING RISE TO THE PREEMPTIVE RIGHT HEREUNDER, EXCEPT TO THE EXTENT
THAT LIBERTY OPTS TO RECEIVE COMPANY COMMON STOCK IN LIEU OF
4
COMPANY CLASS B COMMON STOCK), SO THAT LIBERTY AND THE LIBERTY HOLDCOS SHALL
COLLECTIVELY MAINTAIN THE IDENTICAL PERCENTAGE EQUITY BENEFICIAL OWNERSHIP
INTEREST IN THE COMPANY THAT LIBERTY AND THE LIBERTY HOLDCOS COLLECTIVELY OWNED
IMMEDIATELY PRIOR TO THE NOTICE FROM THE COMPANY TO LIBERTY DESCRIBED IN THE
FIRST SENTENCE OF THIS PARAGRAPH (BUT