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Exhibit 10.2
EXECUTION VERSION
ASSIGNMENT AND ASSUMPTION OF GOVERNANCE AGREEMENT
This Assignment and Assumption of Governance Agreement (this “Assignment”) is made as of August 12, 2014 by and among Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Assignee”), Liberty Interactive Corporation, a Delaware corporation (“Liberty”), and TripAdvisor, Inc., a Delaware corporation (“TripAdvisor”). Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Governance Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, TripAdvisor and Liberty are parties to that certain Governance Agreement, dated as of December 20, 2011 (the “Governance Agreement”);
WHEREAS, Liberty has determined to engage in a transaction, pursuant to which all Company Common Shares Beneficially Owned by Liberty, together with certain other assets, will be contributed to Assignee and then all of the capital stock of Assignee will be distributed by means of a dividend (the “TripCo Spin-Off”) to holders of Liberty’s Series A Liberty Ventures common stock, par value $0.01 per share, and Liberty’s Series B Liberty Ventures common stock, par value $0.01 per share, as described more fully in the Registration Statement on Form S-1, as amended (Registration No. 333-195705), filed by Assignee with the Securities and Exchange Commission;
WHEREAS, in accordance with Section 5.01 of the Governance Agreement, the parties desire to effect the assignment by Liberty and assumption by Assignee of Liberty’s rights, benefits and obligations under the Governance Agreement in connection with the TripCo Spin- Off; and
WHEREAS, on or prior to the date hereof, pursuant to Section 5.01(b)(ii) of the Governance Agreement, the board of directors of TripAdvisor has approved the Transfer of Company Common Shares to Assignee in the TripCo Spin-Off for purposes of Section 203(a)(1) of the Delaware General Corporation Law.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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TripAdvisor and no other corporate proceedings on the part of TripAdvisor are necessary to authorize this Assignment or the matters contemplated hereby or by the Governance Agreement;
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the Board of Directors of the receipt of common stock of TripAdvisor as a result of TripAdvisor’s spin-off from Expedia, Inc. for purposes of Section 203(a)(1) of the Delaware General Corporation Law (“DGCL”)) and (ii) TripAdvisor shall not be subject to any liability to Liberty under the Governance Agreement following the TripCo Spin-Off (except for any liability arising from any breach of the Governance Agreement by TripAdvisor or relating to any actions or events occurring, in each case, on or prior to the date of the TripCo Spin-Off).
Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard
Englewood, CO 80112
Attention: Richard N. Baer, Senior Vice President and General Counsel Facsimile: 720-875-5300
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their respective authorized officers and made effective as of the day and year first above written.
LIBERTY TRIVISOR HOLDINGS, INC.
By: /s/ Richard N. Baer
Names: Richard N. Baer
Title: Senior Vice President
LIBERTY INTERACTIVE CORPORATION
By: /s/ Richard N. Baer
Names: Richard N. Baer
Title: Senior Vice President
TRIPADVISOR, INC.
By: /s/ Seth Kalvert
Names: Senior Vice President
Title: General Counsel and Secretary
[Signature Page to Assignment and Assumption of Governance Agreement]
Exhibit A to
Assignment and Assumption of Governance Agreement
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RESOLVED, further, that, based upon Liberty’s representations to the Company that the Liberty Spin-off qualifies as a Distribution Transaction involving a Qualified Distribution Transferee (each as defined in the Governance Agreement), the Board hereby approves, for purposes of Section 203(a)(1) of the DGCL, the Liberty Spin-off such that immediately upon the Liberty Spin-off, by virtue of the receipt of shares of common stock, $0.001 par value per share, of the Company and Class B common stock, $0.001 par value per share, of the Company pursuant to the Liberty Spin-off, the restrictions on “business combinations” contained in Section 203 of the DGCL shall not apply to Liberty SpinCo, its wholly owned subsidiaries (existing now or in the future to the extent such subsidiary remains a wholly-owned subsidiary of Liberty SpinCo) or its current “affiliates” and “associates” (as both terms are defined in Section 203 of the DGCL); and
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