Common use of Consolidation or Merger or Sale of Assets Clause in Contracts

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for each

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTIONSale Transaction" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction of the United States of America so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having rights identical rights as to the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation entity formed by such Sale Transaction or the corporation entity whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMEDFormed, SURVIVING OR ACQUIRING CORPORATIONSurviving or Acquiring Corporation"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction of the United States of America so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having rights identical rights as to the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation entity formed by such Sale Transaction or the corporation entity whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights as the Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of Common Stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; PROVIDED, HOWEVER, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of USA, in lieu of the foregoing, USA may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of our stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; PROVIDED, HOWEVER, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" “Sale Transaction” means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's ’s Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each TripAdvisor Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the TripAdvisor Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMED“Formed, SURVIVING OR ACQUIRING CORPORATION"Surviving or Acquiring Corporation”), as the case may be, providing that each TripAdvisor Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such TripAdvisor Equity Warrant immediately prior to such Sale Transaction assuming such holder of TripAdvisor Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of TripAdvisor Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of a TripAdvisor Equity Warrant shall receive in exchange for each such TripAdvisor Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the TripAdvisor Equity Warrant. Concurrently with the consummation of such transaction, the Formed, Surviving or Acquiring Corporation shall enter into a supplemental TripAdvisor Equity Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in Section 4.1. The Formed, Surviving or Acquiring Corporation shall mail to Holders a notice describing the supplemental TripAdvisor Equity Warrant Agreement. If the issuer of securities deliverable upon exercise of TripAdvisor Equity Warrants under the supplemental TripAdvisor Equity Warrant Agreement is an affiliate of the formed or surviving corporation, that issuer shall join in the supplemental TripAdvisor Equity Warrant Agreement. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of the Company’s stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; provided, however, that in no event shall a Holder of a TripAdvisor Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions. The Equity Warrant Agent shall have no duty to monitor or ensure the Company’s compliance with or actions under this Section.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" “Sale Transaction” means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction of the United States of America so long as in such transaction each New Equity Warrant shall convert into an equity security of the successor to the Company having substantially identical rights as the New Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation entity formed by such Sale Transaction or the corporation entity whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMED“Formed, SURVIVING OR ACQUIRING CORPORATION"Surviving or Acquiring Corporation”), as the case may be, providing that each New Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such New Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of a New Equity Warrant shall receive in exchange for each such New Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the New Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of Common Stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; provided, however, that in no event shall a Holder of a New Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes Notwithstanding any other provision herein to the contrary, in case of this Section 5.4, any consolidation or merger to which the Company is a "SALE TRANSACTION" means party (other than a merger or consolidation which does not result in any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share conversion, exchange or liquidation, in which all or substantially all outstanding shares cancellation of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock ExchangeCompany), or in case of any conveyance, transfer, sale or lease to another corporation of the American Stock Exchange properties and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation assets of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into as, or substantially as, an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occursentirety, then lawful provision shall be made by the corporation formed by such Sale Transaction consolidation, or the corporation whose securities, cash or other property will immediately after the Sale Transaction merger or consolidation be owned, by virtue of such Sale Transactionthe merger or consolidation, by the holders of Common Stock of the Company immediately prior to the Sale Transaction, merger or the corporation which shall have acquired such securities properties and assets of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION")Company, as the case may be, shall promptly execute and deliver to the Trustee a supplemental indenture providing that the holder of each Equity Warrant Security then outstanding shall have the right thereafter be exercisable for to convert such Note, during the period such Note is convertible as specified in this Article 5, into the kind and amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares of Common Stock that would into which such Note might have been received upon exercise of such Equity Warrant converted immediately prior to such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease, assuming such holder of Common Stock (i) is not a Person with which the Company consolidated or into which the Company merged or was merged or to which such conveyance, transfer, sale or lease was made or an Affiliate of such Person and (ii) did not exercise his statutory rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eachof

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" “Sale Transaction” means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's ’s Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED“Formed, SURVIVING OR ACQUIRING CORPORATION"Surviving or Acquiring Corporation”), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights as the Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of our stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; provided, however, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means Notwithstanding any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidationother provision herein to the contrary, in case of any consolidation or merger to which all the Company is a party (other than a merger or substantially all outstanding shares of consolidation in which the Company is the continuing corporation and in which the Company's Common Stock are converted into outstanding immediately prior to the merger or consolidation is not exchanged for stock, other securities, cash or assets the securities or following which other property of another corporation), or in case of any remaining outstanding shares of Common Stock fail sale or conveyance to meet the listing standards imposed by each another corporation of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another U.S. jurisdiction so long as corporation (other than in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If connection with a Sale Transaction occursmerger or acquisition), then lawful provision shall be made by the corporation formed by such Sale Transaction consolidation or the corporation whose securities, cash or other property will immediately after the Sale Transaction merger or consolidation be owned, by virtue of such Sale Transaction, the merger or consolidation by the holders of Common Stock of the company immediately prior to the Sale Transactionmerger, or the corporation which that shall have acquired such assets or securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION")company, as the case may be, shall promptly execute and deliver to the Trustee a supplemental indenture providing that the holder of each Equity Warrant Note then outstanding shall have the right thereafter be exercisable for to convert such Note into the kind and amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, statutory exchange, sale or conveyance by a holder of the number of shares of Common Stock that would into which such Note might have been received upon exercise of such Equity Warrant converted immediately prior to such Sale Transaction consolidation, merger, statutory exchange, sale or conveyance assuming such holder of Common Stock did not exercise his its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, statutory exchange, sale or conveyance (PROVIDED provided that, if -------- the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, statutory exchange, sale or conveyance is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised (a "non-electing share"), then for the purposes of this Section 4.09, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for appropriate adjustment with respect to the rights of the holders of the Notes, to the end that the provisions set forth in this Article Four shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Notes. Any such adjustment shall be approved by a firm of independent public accountants, evidenced by a certificate to that effect delivered to the Trustee and any paying agent; and any adjustment so approved shall for all purposes hereof conclusively be deemed to be an appropriate adjustment. The above provisions of this Section 4.09 shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. The Company shall give notice of the execution of such a supplemental indenture to the holders of Notes in the manner provided in Section 16.10 within 30 days after the execution thereof; provided, however, that such -------- ------- notice need not be given if such information has been provided prospectively in the notice given pursuant to Section 4.05. Failure to give such notice, or any defects therein, shall not affect the legality or validity of any such supplemental indenture.

Consolidation or Merger or Sale of Assets. For purposes Notwithstanding any other provision herein to the contrary, in case of this Section 5.4, any consolidation or merger to which the Company is a "SALE TRANSACTION" means party (other than a merger or consolidation which does not result in any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share conversion, exchange or liquidation, in which all or substantially all outstanding shares cancellation of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock ExchangeCompany), or in case of any conveyance, transfer, sale or lease to another corporation of the American Stock Exchange properties and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation assets of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into as, or substantially as, an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occursentirety, then lawful provision shall be made by the corporation formed by such Sale Transaction consolidation, or the corporation whose securities, cash or other property will immediately after the Sale Transaction merger or consolidation be owned, by virtue of such Sale Transactionthe merger or consolidation, by the holders of Common Stock of the Company immediately prior to the Sale Transaction, merger or the corporation which shall have acquired such securities properties and assets of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION")Company, as the case may be, shall promptly execute and deliver to the Trustee a supplemental indenture providing that the holder of each Equity Warrant Security then outstanding shall have the right thereafter be exercisable for to convert such Note, during the period such Note is convertible as specified in this Article 5, into the kind and amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares of Common Stock that would into which such Note might have been received upon exercise of such Equity Warrant converted immediately prior to such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease, assuming such holder of Common Stock (i) is not a Person with which the Company consolidated or into which the Company merged or was merged or to which such conveyance, transfer, sale or lease was made or an Affiliate of such Person and (ii) did not exercise his statutory rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 5.9 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease for each non-electing share shall be deemed to be the kind and amount so receivable per share by the holders of a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 5 in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Notes. The above provisions of this Section 5.9 shall similarly apply to successive consolidations, mergers, conveyances, transfers, sales or leases. The Company shall give notice of the execution of such a supplemental indenture to the holders of Notes in the manner provided in Section 12.2 within 30 days after the execution thereof; provided, however, that such notice need -------- ------- not be given if such information has been provided prospectively in the notice given pursuant to Section 5.5. Failure to give such notice, or any defects therein, shall not affect the legality or validity of any such supplemental indenture or any transaction contemplated in this Section 5.9.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant share of Convertible Preferred Stock shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of USA, in lieu of the foregoing, USA may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of our stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; PROVIDED, HOWEVER, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTIONSale Transaction" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the CompanyCompan's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMEDFormed, SURVIVING OR ACQUIRING CORPORATIONSurviving or Acquiring Corporation"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eachof

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" “Sale Transaction” means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's ’s Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Expedia Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Expedia Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMED“Formed, SURVIVING OR ACQUIRING CORPORATION"Surviving or Acquiring Corporation”), as the case may be, providing that each Expedia Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Expedia Equity Warrant immediately prior to such Sale Transaction assuming such holder of Expedia Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Expedia Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an Expedia Equity Warrant shall receive in exchange for each such Expedia Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the Expedia Equity Warrant. Concurrently with the consummation of such transaction, the Formed, Surviving or Acquiring Corporation shall enter into a supplemental Expedia Equity Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in Section 4.1. The Formed, Surviving or Acquiring Corporation shall mail to Holders a notice describing the supplemental Expedia Equity Warrant Agreement. If the issuer of securities deliverable upon exercise of Expedia Equity Warrants under the supplemental Expedia Equity Warrant Agreement is an affiliate of the formed or surviving corporation, that issuer shall join in the supplemental Expedia Equity Warrant Agreement. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of the Company’s stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; provided, however, that in no event shall a Holder of an Expedia Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions. The Equity Warrant Agent shall have no duty to monitor or ensure the Company’s compliance with or actions under this Section.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights as the Equity Warrant. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of our stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; PROVIDED, HOWEVER, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTION" “Sale Transaction” means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's ’s Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each TripAdvisor Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the TripAdvisor Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation entity which shall have acquired such securities of the Company (collectively the "FORMED“Formed, SURVIVING OR ACQUIRING CORPORATION"Surviving or Acquiring Corporation”), as the case may be, providing that each TripAdvisor Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such TripAdvisor Equity Warrant immediately prior to such Sale Transaction assuming such holder of TripAdvisor Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eacheach share of TripAdvisor Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an TripAdvisor Equity Warrant shall receive in exchange for each such TripAdvisor Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the TripAdvisor Equity Warrant. Concurrently with the consummation of such transaction, the Formed, Surviving or Acquiring Corporation shall enter into a supplemental TripAdvisor Equity Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in Section 4.1. The Formed, Surviving or Acquiring Corporation shall mail to Holders a notice describing the supplemental TripAdvisor Equity Warrant Agreement. If the issuer of securities deliverable upon exercise of TripAdvisor Equity Warrants under the supplemental TripAdvisor Equity Warrant Agreement is an affiliate of the formed or surviving corporation, that issuer shall join in the supplemental TripAdvisor Equity Warrant Agreement. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of the Company’s stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; provided, however, that in no event shall a Holder of an TripAdvisor Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions. The Equity Warrant Agent shall have no duty to monitor or ensure the Company’s compliance with or actions under this Section.

Consolidation or Merger or Sale of Assets. For purposes Notwithstanding any other provision herein to the contrary, in case of this Section 5.4, any consolidation or merger to which the Company is a "SALE TRANSACTION" means party (other than a merger or consolidation which does not result in any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share conversion, exchange or liquidation, in which all or substantially all outstanding shares cancellation of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock ExchangeCompany), or in case of any conveyance, transfer, sale or lease to another corporation of the American Stock Exchange properties and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation assets of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into as, or substantially as, an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occursentirety, then lawful provision shall be made by the corporation formed by such Sale Transaction consolidation, or the corporation whose securities, cash or other property will immediately after the Sale Transaction merger or consolidation be owned, by virtue of such Sale Transactionthe merger or consolidation, by the holders of Common Stock of the Company immediately prior to the Sale Transaction, merger or the corporation which shall have acquired such securities properties and assets of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION")Company, as the case may be, shall promptly execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Equity Warrant Note then outstanding shall have the right thereafter be exercisable for to convert such Note, during the period such Note is convertible as specified in this Article Twelve, into the kind and amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease by a holder of the number of shares of Common Stock that would into which such Note might have been received upon exercise of such Equity Warrant converted immediately prior to such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease, assuming such holder of Common Stock (i) is not a Person with which the Company consolidated or into which the Company merged or was merged or to which such conveyance, transfer, sale or lease was made or an Affiliate of such Person and (ii) did not exercise his statutory rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction consolidation, merger, conveyance, transfer, sale or lease is not the same for eacheach share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 1209 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, conveyance, transfer, sale or lease for each non-electing share shall be deemed to be the kind and amount so receivable per share by the holders of a plurality of the nonelecting shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Twelve in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of the Notes. The above provisions of this Section 1209 shall similarly apply to successive consolidations, mergers, conveyances, transfers, sales or leases.

Consolidation or Merger or Sale of Assets. For purposes of this Section 5.4, a "SALE TRANSACTIONSale Transaction" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMEDFormed, SURVIVING OR ACQUIRING CORPORATIONSurviving or Acquiring Corporation"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED provided that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for eachof