Exhibit 10.2
/s/ Barry Diller | ||
Barry Diller | ||
THE DILLER FOUNDATION D/B/A THE DILLER - VON FURSTENBERG FAMILY FOUNDATION | ||
By: | /s/ Barry Diller | |
Name: | Barry Diller | |
Title: | President | |
EXPEDIA GROUP, INC. | ||
By: | /s/ Mark D. Okerstrom | |
Name: | Mark D. Okerstrom | |
Title: | President and Chief Executive Officer | |
LIBERTY EXPEDIA HOLDINGS, INC. | ||
By: | /s/ Christopher W. Shean | |
Name: | Christopher W. Shean | |
Title: | President and Chief Executive Officer |
1. | The Arrow 1999 Trust, dated September 16, 1999, as amended. |
TABLE OF CONTENTS
Page
Article I
NOTICE OF TRANSFER OF COMPANY CLASS B STOCK
Section 1.01. | Notice of Transfer of Company Class B Stock | 2 |
Article II
REPRESENTATIONS AND WARRANTIES
Section 2.01. | Representations and Warranties of the Company | 2 |
Section 2.02. | Representations and Warranties of the Stockholder | 3 |
Article III
PURCHASE/EXCHANGE RIGHT
Section 3.01 | Purchase/Exchange Right | 4 |
Section 3.02 | Identification of Shares | 6 |
Section 3.03 | Change in Law | 6 |
Article IV
CERTAIN RESTRICTIONS
Section 4.01. | Certain Transactions | 7 |
Section 4.02. | Mandatory Conversion of Additional Shares | 8 |
Section 4.03. | Transfer of Additional Shares | 9 |
Section 4.04. | Joinder | 10 |
Section 4.05. | Legend | 10 |
Article V
DEFINITIONS
Section 5.01. | “Additional Conversion Triggering Event” | 11 |
Section 5.02. | “Additional Shares” | 11 |
Section 5.03. | “Affiliate” | 11 |
Section 5.04. | “Agreement” | 11 |
Section 5.05. | “Amendment Approval Meeting” | 11 |
Section 5.06. | “Amendment Proposal” | 11 |
Section 5.07. | “Applicable Additional Shares” | 11 |
Section 5.08. | “Applicable Third Parties” | 11 |
Section 5.09. | “Beneficial Ownership” or “Beneficially Own” | 11 |
Section 5.10. | “business day” | 11 |
Section 5.11. | “Cause” | 12 |
Section 5.12. | “Change of Control Transaction” | 12 |
Section 5.13. | “Charitable Organization” | 12 |
Section 5.14. | “Combination” | 12 |
Section 5.15. | “Combination Closing” | 12 |
Section 5.16. | “Commission” | 12 |
Section 5.17. | “Company” | 12 |
Section 5.18. | “Company Class B Stock” | 12 |
Section 5.19. | “Company Common Shares” | 12 |
Section 5.20. | “Company Common Stock” | 12 |
Section 5.21. | “Conversion Triggering Event” | 12 |
Section 5.22. | “Conversion Triggering Transfer” | 12 |
Section 5.23. | “Covered Class B Stock” | 13 |
Section 5.24. | “Demand Registration” | 13 |
Section 5.25. | “Disabled” | 13 |
Section 5.26. | “Disparate Transaction” | 13 |
Section 5.27. | “Effective Time” | 13 |
Section 5.28. | “Equity Securities” | 13 |
Section 5.29. | “Exchange Act” | 13 |
Section 5.30. | “Existing Governance Agreement” | 13 |
Section 5.31. | “Exchange Agreement” | 13 |
Section 5.32. | “Expedia Group” | 13 |
Section 5.33. | “Expiration Date” | 14 |
Section 5.34. | “Fair Market Value” | 14 |
Section 5.35. | “Family Entity” | 14 |
Section 5.36. | “Family Foundation” | 14 |
Section 5.37. | “Family Member” | 14 |
Section 5.38. | “Governance Instruments” | 14 |
Section 5.39. | “Governmental Authority” | 14 |
Section 5.40. | “Independent Directors” | 14 |
Section 5.41. | “Law” | 14 |
Section 5.42. | “Liberty Expedia” | 14 |
Section 5.43. | “Liberty Expedia-Diller Exchange” | 15 |
Section 5.44. | “Liberty Expedia Merger Agreement” | 15 |
Section 5.45. | “Litigation” | 15 |
Section 5.46. | “Merger” | 15 |
Section 5.47. | “Merger LLC” | 15 |
Section 5.48. | “Merger Sub” | 15 |
Section 5.49. | “Original Share Transfer” | 15 |
Section 5.50. | “Original Shares” | 15 |
Section 5.51. | “Permitted Exceptions” | 15 |
Section 5.52. | “Permitted Transferee” | 15 |
Section 5.53. | “Person” | 15 |
Section 5.54. | “Purchase/Exchange Period” | 15 |
Section 5.55. | “Purchase/Exchange Right” | 16 |
Section 5.56. | “Securities Act” | 16 |
Section 5.57. | “Securities Trading Policy” | 16 |
Section 5.58. | “Special Committee” | 16 |
Section 5.59. | “Stockholder” | 16 |
Section 5.60. | “Stockholder Approval” | 16 |
Section 5.61. | “Stockholder Group” | 16 |
Section 5.62. | “Subsidiary” | 16 |
Section 5.63. | “Third Party” | 16 |
Section 5.64. | “Third Party Conversion Triggering Event” | 16 |
Section 5.65. | “Third Party Transferee” | 16 |
Section 5.66. | “Total Equity Securities” | 16 |
Section 5.67. | “Transfer” | 17 |
Section 5.68. | “Unexchanged Class B Share Number” | 17 |
Section 5.69. | “Upstream Merger” | 17 |
Section 5.70. | “Voting Securities” | 17 |
Section 6.01. | Notices | 17 |
Section 6.02. | Amendments; No Waivers | 19 |
Section 6.03. | Successors And Assigns | 20 |
Section 6.04. | Governing Law; Consent To Jurisdiction | 20 |
Section 6.05. | Counterparts | 20 |
Section 6.06. | Specific Performance | 20 |
Section 6.07. | Registration Rights | 20 |
Section 6.08. | Termination | 22 |
Section 6.09. | Stockholder Approval; Certificate of Incorporation Amendment | 22 |
Section 6.10. | Merger Condition | 23 |
Section 6.11. | Acknowledgment of Rights | 24 |
Section 6.12. | Indemnification | 24 |
Section 6.13. | Severability | 24 |
Section 6.14. | Adjustment of Share Numbers and Prices | 24 |
Section 6.15. | Effective Time | 24 |
Section 6.16. | Entire Agreement | 24 |
Section 6.17. | Interpretation | 25 |
Section 6.18. | Headings | 25 |
Section 5.62. “Subsidiary” shall mean, as to any Person, any corporation or other Person at least a majority of the shares of stock or other ownership interests of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries.
Section 5.67. “Transfer” by any Person shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Company Common Shares Beneficially Owned by such Person or any interest in any Company Common Shares Beneficially Owned by such Person; provided, however, that, a merger or consolidation in which the Company is a constituent corporation shall not be deemed to be the Transfer of any Company Common Shares Beneficially Owned by such Person (provided, that a significant purpose of any such transaction is not to avoid the provisions of this Agreement). For purposes of this Agreement, (a) the conversion of Company Class B Stock into Company Common Stock shall not be deemed to be a Transfer, (b) any Permitted Exception shall not be deemed to be a Transfer and (c) any financing arrangement or transaction contemplated by the penultimate sentence of Section 3.01(e) with respect to which Additional Shares are collateral shall not be deemed to be a Transfer of such Additional Shares until such time as such Additional Shares are foreclosed on (for the avoidance of doubt, any such foreclosure shall be deemed to be a Transfer of such Additional Shares).
MISCELLANEOUS
if to Mr. Diller, to: | ||
c/o Arrow Finance, LLC | ||
555 West 18th Street | ||
New York, NY 10011 | ||
Attention: | Barry Diller | |
Facsimile: | Separately provided | |
E-Mail: | Separately provided | |
with a copy to: | ||
Expedia Group, Inc. | ||
333 108th Avenue NE | ||
Bellevue, WA 98004 | ||
Attention: | Chief Legal Officer | |
Email: | bdzielak@expedia.com | |
Facsimile: | (425) 679-7251 | |
and | ||
Wachtell, Lipton, Rosen & Katz | ||
51 West 52nd Street | ||
New York, NY 10019 | ||
Attention: | Andrew J. Nussbaum, Esq. | |
Edward J. Lee, Esq. | ||
Email: | AJNussbaum@wlrk.com | |
EJLee@wlrk.com | ||
Facsimile: | (212) 403-2000 | |
if to the Company, to: | ||
Expedia Group, Inc. | ||
333 108th Avenue NE | ||
Bellevue, WA 98004 | ||
Attention: | Chief Legal Officer |
Email: | Separately provided | |
Facsimile: | Separately provided | |
with a copy to: | ||
Paul, Weiss, Rifkind, Wharton & Garrison LLP | ||
1285 Avenue of the Americas | ||
New York, NY 10019 | ||
Attention: | Robert B. Schumer, Esq. | |
Steven J. Williams, Esq. | ||
Email: | rschumer@paulweiss.com | |
swilliams@paulweiss.com | ||
Facsimile: | (212) 757-3990 | |
and | ||
Wachtell, Lipton, Rosen & Katz | ||
51 West 52nd Street | ||
New York, NY 10019 | ||
Attention: | Andrew J. Nussbaum, Esq. | |
Edward J. Lee, Esq. | ||
Email: | AJNussbaum@wlrk.com | |
EJLee@wlrk.com | ||
Facsimile: | (212) 403-2000 |
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.
(d) No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and except that (i) if such Third Party Transferee shall acquire Beneficial Ownership of more than five percent (5%) of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from the Stockholder, to the extent the Stockholder has the right to Transfer a Demand Registration and assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one (1) or more Demand Registrations pursuant to this Section 6.07 or any registration rights agreement that replaces or supersedes this Section 6.07 (and shall be entitled to such other rights that the Stockholder would have applicable to such Demand Registration) and (ii) if such Third Party Transferee shall acquire Beneficial Ownership of five percent (5%) or less of the outstanding Total Equity Securities but shall acquire Beneficial Ownership of Company Common Shares (or other equity securities of the Company)
EXPEDIA GROUP, INC. | ||
By | ||
Name: | Mark. D. Okerstrom | |
Title: | President and Chief Executive Officer | |
Barry Diller |
· | The Arrow 1999 Trust, dated September 16, 1999, as amended |
· | The Diller Foundation d/b/a The Diller – von Furstenberg Family Foundation |
[NAME OF JOINING PARTY] | ||
By: | ||
Name: | ||
Title: | ||
Address for Notices: |
Name: | |
Address for Notices: |
Number of shares of Class B Common Stock owned of record as of the date of this proxy as to which this proxy will apply: | |