Common use of Notices to Warrantholders and Equity Warrant Agent Clause in Contracts

Notices to Warrantholders and Equity Warrant Agent. Upon any adjustment of the amount of TripAdvisor Common Stock issuable upon exercise of a TripAdvisor Equity Warrant pursuant to Section 4.1 (but not for any fractional cumulation as described in Section 4.1(f)) or, to the extent provided herein, to the Exercise Price of a TripAdvisor Equity Warrant pursuant to Section 4.1, the Company within 30 days thereafter shall (i) cause to be filed with the Equity Warrant Agent an Officer’s Certificate (as defined hereinafter) setting forth the amount of TripAdvisor Common Stock issuable upon exercise of a TripAdvisor Equity Warrant and the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate, absent manifest error and any failure to comply with Section 4.1 (other than failures that are de minimus in nature), shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders at his address appearing on the Equity Warrant Register (as defined hereinafter) written notice of such adjustments by first-class mail, postage prepaid. The Equity Warrant Agent shall be fully protected in relying upon any such Officer’s Certificate delivered in accordance with this Section 4.4, and on any adjustment therein contained, and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such Officer’s Certificate. Notwithstanding anything to the contrary contained herein, the Equity Warrant Agent shall have no duty or obligation to investigate or confirm whether the information contained in any such Officer’s Certificate complies with the terms of this Agreement or any other document.

Notices to Warrantholders and Equity Warrant Agent. Upon any adjustment of the amount of TripAdvisor Common Stock issuable upon exercise of a an TripAdvisor Equity Warrant pursuant to Section 4.1 (but not for any fractional cumulation as described in Section 4.1(f)) or, to the extent provided herein, to the Exercise Price of a an TripAdvisor Equity Warrant pursuant to Section 4.1, the Company within 30 days thereafter shall (i) cause to be filed with the Equity Warrant Agent an Officer’s Certificate (as defined hereinafter) setting forth the amount of TripAdvisor Common Stock issuable upon exercise of a an TripAdvisor Equity Warrant and the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate, absent manifest error and any failure to comply with Section 4.1 (other than failures that are de minimus in nature), shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders at his address appearing on the Equity Warrant Register (as defined hereinafter) written notice of such adjustments by first-class mail, postage prepaid. The Equity Warrant Agent shall be fully protected in relying upon any such Officer’s Certificate delivered in accordance with this Section 4.4, and on any adjustment therein contained, and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such Officer’s Certificate. Notwithstanding anything to the contrary contained herein, the Equity Warrant Agent shall have no duty or obligation to investigate or confirm whether the information contained in any such Officer’s Certificate complies with the terms of this Agreement or any other document.

Notices to Warrantholders and Equity Warrant Agent. Upon any adjustment of the amount of TripAdvisor Expedia Common Stock issuable upon exercise of a TripAdvisor an Expedia Equity Warrant pursuant to Section 4.1 (but not for any fractional cumulation as described in Section 4.1(f)) or, to the extent provided herein, to the Exercise Price of a TripAdvisor an Expedia Equity Warrant pursuant to Section 4.1, the Company within 30 days thereafter shall (i) cause to be filed with the Equity Warrant Agent an Officer’s Certificate (as defined hereinafter) setting forth the amount of TripAdvisor Expedia Common Stock issuable upon exercise of a TripAdvisor an Expedia Equity Warrant and the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate, absent manifest error and any failure to comply with Section 4.1 (other than failures that are de minimus in nature), shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders at his address appearing on the Equity Warrant Register (as defined hereinafter) written notice of such adjustments by first-class mail, postage prepaid. The Equity Warrant Agent shall be fully protected in relying upon any such Officer’s Certificate delivered in accordance with this Section 4.4, and on any adjustment therein contained, and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such Officer’s Certificate. Notwithstanding anything to the contrary contained herein, the Equity Warrant Agent shall have no duty or obligation to investigate or confirm whether the information contained in any such Officer’s Certificate complies with the terms of this Agreement or any other document.