Common use of Notice of Events Clause in Contracts

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 Xx. Xxxxxx, 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.

Appears in 7 contracts

Samples: Governance Agreement (Expedia, Inc.), Governance Agreement (Expedia, Inc.), Governance Agreement (Expedia, Inc.)

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Notice of Events. In the event that (a) the Company intends to engage in a transaction of a type that is described in any of paragraphs (i) through (xii) of Section 2.032.04, and (b) the Company does not intend to seek consent from Liberty and/or Xx. Xxxxxx, whichever (or both) those parties that are required to consent to a Contingent Matter Fundamental Change (a "Consenting Party") due to the Company’s 's good faith belief that the specific provisions of Section 2.03 such paragraphs do not require such consent but that reasonable people acting in good faith could differ as to whether consent is required pursuant to such Sectionparagraphs, the Company shall notify the Consenting Parties as to the material terms of the transaction (including the Company’s '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.

Appears in 2 contracts

Samples: Investment Agreement Investment Agreement (Seagram Co LTD), Governance Agreement (Tele Communications Inc /Co/)

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 Xx. XxxxxxMr. Diller, whichever (or both) are required to consent to a Contingent Matter Contingexx Xxxxxx (a “Consenting Party”"CONSENTING PARTY") due to the Company’s '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 '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.

Appears in 1 contract

Samples: Governance Agreement (Iac/Interactivecorp)

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 XxMx. Xxxxxx, 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.

Appears in 1 contract

Samples: Governance Agreement (Iac/Interactivecorp)

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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 Xx. XxxxxxMr. Diller, whichever (or both) are required to consent to a Contingent Matter Xxxxxx (a “Consenting Party”x "CONSENTING PARTY") due to the Company’s '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 '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.

Appears in 1 contract

Samples: Governance Agreement (Diller Barry)

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 Xx. XxxxxxMr. Diller, whichever (or both) are required to consent to a Contingent Matter Contingxxx Xxxxxx (a “Consenting Party”"CONSENTING PARTY") due to the Company’s '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 '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.

Appears in 1 contract

Samples: Governance Agreement (Expedia, Inc.)

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