C. Certain Definitions.
For purposes of this Article XIII:
Affiliate means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under
common control with such Person. For purposes of the foregoing definition, the term controls, is controlled by, or is under common control with means the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Affiliated
Company means (i) with respect to the Corporation, any Person controlled by the Corporation, and (ii) with respect to IAC, any Person controlled by IAC and (iii) with respect to TripAdvisor, any
Person controlled by TripAdvisor.
Dual Opportunity means any potential transaction or matter which may be a
corporate opportunity for the Corporation or any of its Affiliated Companies, on the one hand, and either or both of (x) IAC/InterActiveCorp or its Affiliated Companies (IAC) or (y) TripAdvisor, Inc. or its
Affiliated Companies (TripAdvisor), on the other hand.
Dual Role Person means any individual who
is an officer or director of both the Corporation and either or both of IAC or TripAdvisor.
Person
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political
subdivision thereof.
D. Termination.
The provisions of this Article XIII shall have no further force or effect at such time as (i) none of the
Corporation, TripAdvisor and IAC are not Affiliates of any of the each other and (ii) none of the directors and/or officers of IAC or TripAdvisor serve as directors and/or
officers of the Corporation and its Affiliated Companies; provided, however, that any such termination shall not terminate the effect of such provisions with respect to any agreement, arrangement or other understanding between the
Corporation or an Affiliated Company thereof on the one hand, and IAC or TripAdvisor, on the other hand, that was entered into before such time or any transaction entered into in the performance of such agreement, arrangement or
other understanding, whether entered into before or after such time.
E. Deemed Notice.
Any person or entity purchasing or otherwise acquiring or obtaining any interest in any capital stock of the Corporation shall be deemed to
have notice and to have consented to the provisions of this Article XIII.
F. Severability.
The invalidity or unenforceability of any particular provision, or part of any provision, of this Article XIII shall not affect the other
provisions or parts hereof, and this Article XIII shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted.
ARTICLE XIV
Capitalized terms used in this Article XIV but not defined herein shall have the meaning ascribed thereto in the Governance Agreement. For
so long as there are any shares of Covered Class B Stock outstanding, the Corporation shall not, directly or indirectly, enter into, or otherwise participate in, a Change of Control Transaction, unless such Change of Control Transaction
provides for the same per share consideration (in type and amount) and mix of consideration (in type and amount), as the case may be, or (as applicable) the right to receive (or to elect to receive) the same consideration (in type and amount) and
mix of consideration (in type and