{"id":43918,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shareholder-agreement-expedia-inc-and-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shareholder-agreement-expedia-inc-and-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/shareholder-agreement-expedia-inc-and-microsoft-corp.html","title":{"rendered":"Shareholder Agreement &#8211; Expedia Inc. and Microsoft Corp."},"content":{"rendered":"<pre> \n                                 Expedia, Inc.\n\n                             Shareholder Agreement\n\n\n\n                                     Dated\n                                     as of\n\n                                October 1, 1999\n\n                                      -i-\n\n                                        \n\n \n                                 Expedia, Inc.\n\n                             Shareholder Agreement\n\n\n     THIS SHAREHOLDER AGREEMENT (this \"Agreement\") is entered into as of\nOctober 1, 1999, between Expedia, Inc., a Washington corporation (the\n\"Company\"), and Microsoft Corporation, a Washington corporation (\"Microsoft\").\n\n                                    RECITALS\n\n     A. The Company is proposing to issue and sell to Microsoft, pursuant to a\nContribution Agreement of equal date herewith, 33,000,000 newly authorized\nshares of its common stock, $0.01 par value (the \"Common Stock\").\n\n     B.  Microsoft may wish to sell the Common Stock in an offering registered\nunder the Securities Act of 1933, as amended.\n\n     C.  The Company and Microsoft believe that it is in their best interests\n(i) not to solicit each others employees, or (ii) for Microsoft not to compete\nwith the Company for a period following the Company's initial public offering.\n\n     D.  The Company and Microsoft desire to enter into this Shareholder\nAgreement to clarify their relationship following the Company's initial public\noffering with respect to Common Stock transfers, registration rights, non-\nsolicitation and non-competition.\n\n                                   AGREEMENT\n\nA.   Definitions\n\n     For purposes of this Agreement, the following terms have the following\nmeanings:\n\n     1.  \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n     2.  \"Securities Act\" means the Securities Act of 1933, as amended.\n\n     3.  \"Form S-3\" means such form under the Securities Act as in effect on the\ndate hereof or any registration form under the Securities Act subsequently\nadopted by the SEC that similarly permits inclusion or incorporation of\nsubstantial information by reference to other documents filed by the Company\nwith the SEC;\n\n     4.  \"Holder\" means any person owning or having the right to acquire the\nCommon Stock who is a party to this Agreement as of the date hereof or who is\nadded as a\n\n \nparty pursuant to the terms of this Agreement, and any assignee thereof.\nMicrosoft and any subsequent Holder under this Agreement shall be set forth on\nSchedule A to this Agreement;\n\n     5.   \"Losses\" have the meaning assigned to that term in Section C(8)(a).\n\n     6.   \"register,\" \"registered\" and \"registration\" refer to a registration\neffected by preparing and filing a registration statement or similar document in\ncompliance with the Securities Act, and the declaration or order of\neffectiveness of such registration statement or document;\n\n     7.   \"Registrable Securities\" means the Common Stock, and any common stock\nof the Company issued as (or issuable upon the conversion or exercise of any\nwarrant, right or other security which is issued as) a dividend or other\ndistribution with respect to, or in exchange for or in replacement of, the\nCommon Stock, in each case owned by a Holder and excluding in all cases,\nhowever, any Registrable Securities sold by a person in a transaction in which\nits rights under this Agreement are not assigned and any common stock which the\nHolder is entitled to sell into the public market, together with all other\nRegistrable Securities of the Company beneficially owned by such Holder (and all\nRegistrable Securities as to which such Holder shares beneficial ownership) that\nis at the time of registration, transferable by the Holder in a single brokerage\ntransaction under the provisions and within the volume limitations of Rule 144\npromulgated under the Securities Act or any successor to such Rule;\n\n     8.   \"SEC\" means the Securities and Exchange Commission.\n\n     9.   \"Violation\" has the meaning assigned to that term in Section C(8)(a).\n\nB.   Restrictions on Transfer of Common Stock\n\n     1.   Microsoft's Lock-Up Period\n\n          (a) Microsoft may not offer, sell, contract to sell or grant any\noption to purchase or otherwise dispose of the Common Stock to a proposed Holder\nother than the Company for a period of 12 months immediately following the\neffective date of the Company's initial public offering (the \"Lock-Up Period\").\nMicrosoft may, however, submit at any time a written request to the Company to\nbe relieved from the Lock-Up Period prior to its expiration.  Upon the receipt\nof such written request, the Company may waive the Lock-Up Period upon the\nwritten consent of a majority of its directors who are not, or who have not\npreviously been or are not proposed to be, employees of Microsoft or the Company\n(\"Outside Directors\").  The Outside Directors may grant or refuse a waiver of\nthe Lock-Up Period in their sole discretion and their decision shall be binding\nunder this Agreement.\n\n          (b) For purposes of clarity, nothing set forth in this Section B(1)\nshall prevent Microsoft from exercising its registration rights pursuant to\nSection C(2) of this Agreement.\n\n                                      -2-\n\n \n     2.   Restriction on Transfer of Common Stock\n\n          In the event that Microsoft or any subsequent Holder of the Common\nStock wishes to offer, sell, contract to sell or grant any option to purchase or\notherwise dispose of such stock to a proposed Holder who is not the Company or a\nwholly-owned subsidiary of the Holder, it shall be a condition to such offer,\nsale or contract that the proposed Holder offer in writing to each holder of the\nCompany's common stock the same per share consideration that the Holder of the\nCommon Stock would be entitled to receive in exchange for the Common Stock.  The\nproposed Holder's offer shall remain open for a minimum of 20 business days and\nshall comply with all applicable federal and state securities laws.\n\nC.   Registration Rights\n\n     1.   Request for Registration\n\n     (a) If the Company shall receive, at any time following the expiration of\nthe Lock-Up Period, a written request from the Holders of 30% of the Registrable\nSecurities then outstanding (the \"Initiating Holders\") that the Company file a\nregistration statement under the Securities Act covering the registration of the\nRegistrable Securities at an aggregate proposed offering price to the public\n(before deduction of underwriting discounts and commissions) of at least\n$50,000,000, then the Company shall, within 20 days after the receipt of such\nrequest, give written notice of such request to all Holders and shall, subject\nto the limitations set forth below, use commercially reasonable efforts to\neffect as soon as practicable the registration under the Securities Act of all\nRegistrable Securities that the Holders request to be registered in a written\nrequest to be given within 30 days of the mailing of such notice by the Company.\n\n     (b) The Company is obligated to effect only one registration pursuant to\nthis Section C(1) in any 12-month period.\n\n     (c) Notwithstanding the foregoing, if the Company furnishes to the\nInitiating Holders requesting a registration pursuant to this Section C(1)\nwithin 30 days of receiving such request:  (i) a certificate signed by the\nPresident of the Company stating that in the good faith judgment of the Board of\nDirectors of the Company it would be seriously detrimental to the Company and\nits shareholders for such registration statement to be filed and it is therefore\nessential to defer the filing of such registration statement, the Company has\nthe right to defer such filing for up to two periods of not more than 90 days\neach after receipt of the request of the Initiating Holders; provided, however,\nthat the Company may not use this right more than once (for a total of up to 180\ndays) in any 12-month period or (ii) a certificate signed by the President of\nthe Company stating that the Company intends within 90 days of the date of such\ncertificate to file a registration statement for the public offering of\nsecurities of the Company to the general public, the Company shall not be\nobligated to effect the registration requested pursuant to this Section C(1);\nprovided, however, that the Company shall promptly notify the Initiating Holders\nrequesting a registration pursuant to this Section C(1) of any decision by the\nCompany to abandon or indefinitely delay such public offering.\n\n                                      -3-\n\n \n     2.   Company Registration\n\n     If the Company proposes to register (including for this purpose a\nregistration effected by the Company for shareholders other than the Holders)\nany of its common stock or other securities under the Securities Act in\nconnection with the public offering of such securities solely for cash (other\nthan a registration relating solely to the sale of securities to participants in\na Company stock plan, a registration relating to a corporate merger,\nreorganization or other transaction under Rule 145 of the Securities Act or a\nregistration on any form that does not include substantially the same\ninformation as would be required to be included in a registration statement\ncovering the sale of Registrable Securities), the Company shall, at each such\ntime, promptly give each Holder of Registrable Securities written notice of such\nregistration.  Upon the written request of each such Holder given within 20 days\nafter the mailing of such notice by the Company, the Company shall use\ncommercially reasonable efforts to cause to be registered under the Securities\nAct all of the Registrable Securities that each such Holder has requested to be\nregistered.  In the event that the Company decides for any reason not to\ncomplete the registration of shares of its common stock other than Registrable\nSecurities, the Company shall have no obligation under this Section C(2) to\ncontinue with the registration of Registrable Securities.  Any request pursuant\nto this Section C(2) to register Registrable Securities as part of an\nunderwritten public offering of common stock shall specify that such Registrable\nSecurities are to be included in the underwriting on the same terms and\nconditions as the shares of common stock otherwise being sold through\nunderwriters under such registration.\n\n     3.   Obligations of the Company\n\n     Whenever required under this Agreement to effect the registration of any\nRegistrable Securities, the Company shall, as expeditiously as reasonably\npossible:\n\n          (a) Prepare and file with the SEC a registration statement with\nrespect to such Registrable Securities and use its commercially reasonable\nefforts to cause such registration statement to become effective, and, upon the\nrequest of the Holders of a majority of the Registrable Securities registered\nthereunder, keep such registration statement effective for up to 90 days.\n\n          (b) Prepare and file with the SEC such amendments and supplements to\nsuch registration statement and the prospectus used in connection with such\nregistration statement as may be necessary to comply with the provisions of the\nSecurities Act with respect to the disposition of all securities covered by such\nregistration statement.\n\n          (c) Furnish to the Holders such copies of a prospectus, including a\npreliminary prospectus, in conformity with the requirements of the Securities\nAct, and such other documents as they may reasonably request to facilitate the\ndisposition of all securities covered by such registration statement.\n\n                                      -4-\n\n \n          (d) Use commercially reasonable efforts to register and qualify the\nsecurities covered by such registration statement under such other securities or\nblue sky laws of such jurisdictions as shall be reasonably requested by the\nHolders, provided that the Company shall not be required to qualify to do\nbusiness or to file a general consent to service of process in any such states\nor jurisdictions.\n\n          (e) In the event of any underwritten public offering, enter into and\nperform its obligations under an underwriting agreement, in usual and customary\nform, with the managing underwriter(s) of such offering.  Each Holder\nparticipating in such registration shall also enter into and perform its\nobligations under such an agreement.\n\n          (f) Notify each Holder of Registrable Securities covered by such\nregistration statement, during the time when a prospectus is required to be\ndelivered under the Securities Act, of the happening of any event as a result of\nwhich the prospectus included in such registration statement, as then in effect,\nincludes an untrue statement of a material fact or omits to state a material\nfact required to be stated therein or necessary to make the statements therein\nnot misleading in the light of the circumstances then existing.\n\n          (g) At the request of any Holder selling Registrable Securities in\nsuch registration, furnish on the date that such Registrable Securities are\ndelivered to the underwriters for sale in connection such registration (i) an\nopinion, dated such date, of legal counsel representing the Company for the\npurposes of such registration, in form and substance as is customarily given by\nCompany counsel to underwriters in an underwritten public offering, addressed to\nthe underwriters and (ii) a letter, dated such date, from the independent\ncertified public accountants of the Company, in form and substance as is\ncustomarily given by independent certified public accountants to underwriters in\nan underwritten public offering, addressed to the underwriters.\n\n          (h) List the Registrable Securities being registered on any national\nsecurities exchange or quotation system on which a class of the Company's equity\nsecurities is listed.\n\n          (i) Provide a transfer agent and registrar for the securities being\nregistered and a CUSIP number, not later than the effective date of the\nregistration statement.\n\n     4.   Furnish Information\n\n     It shall be a condition precedent to the obligations of the Company to take\nany action pursuant to this Agreement that the selling Holders shall furnish to\nthe Company such information regarding themselves, the Registrable Securities\nheld by them and the intended method of disposition of such securities as shall\nbe reasonably required to effect the registration of their Registrable\nSecurities and shall execute such documents in connection with such registration\nas the Company may reasonably request.\n\n                                      -5-\n\n \n     5.   Expenses of Registration\n\n          (a) In connection with any registration pursuant to Section C(1), the\nHolder(s) shall be responsible for the payment of all expenses of the\nregistration, including (i) underwriting discounts and commissions, which shall\nbe paid by the Holders and any other selling holders of the Company's securities\nin proportion to the aggregate value of the securities offered for sale by each\nof them.\n\n          (b) In connection with any registration pursuant to Section C(2), the\nCompany shall be responsible for the payment of all reasonable expenses of the\nregistration, with the exception of (i) underwriting discounts and commissions,\nwhich shall be paid by the Company, the Holders and any other selling holders of\nthe Company's securities in proportion to the aggregate value of the securities\noffered for sale by each of them, and (ii) the fees and expenses of more than\none law firm acting as counsel to the selling Holders selected by a majority in\ninterest of the selling Holders, which additional counsel, if any, shall be paid\nby the Holder or Holders that engage such counsel.  The expenses to be paid by\nthe Company shall include, without limitation, all registration, filing and\nqualification fees, printing and accounting fees, the fees and disbursements of\ncounsel for the Company.\n\n     6.   Underwriting Requirements\n\n          (a) The Holders under Section C(1) must distribute the Registrable\nSecurities covered by their request by means of a public offering underwritten\nby a reputable national underwriter.  The right of any Holder to include its\nRegistrable Securities in such registration under Section C(1) shall be\nconditioned upon such Holder's participation in such underwriting and the\ninclusion of such Holder's Registrable Securities in the underwriting to the\nextent provided herein.  All Holders proposing to distribute their Registrable\nSecurities through such underwriting shall (together with the Company as\nprovided in Section C(3)(e)) enter into an underwriting agreement in customary\nform with the underwriter or underwriters selected for such underwriting by the\nCompany.  Notwithstanding any other provision of Section C(1), if the\nunderwriter advises the Initiating Holders in writing that marketing factors\nrequire a limitation of the number of shares to be underwritten, then the\nInitiating Holders shall so advise all Holders of Registrable Securities which\nwould otherwise have been underwritten pursuant to Section C(1), and the number\nof shares of Registrable Securities that may be included in the registration\nshall be apportioned first pro rata among the selling Holders, including the\nInitiating Holders, according to the total amount of Registrable Securities held\nby such Holders at the time of registration, then to the Company and then pro\nrata among any other selling shareholders according to the total amount of\nsecurities otherwise entitled to be included therein owned by each such selling\nshareholder, or in such other proportions as shall mutually be agreed to by such\nselling shareholders.\n\n          (b) The Company shall not be required under Section C(2) to include\nany of the Holders' securities in an underwritten offering of the Company's\nsecurities unless such Holders accept the terms of the underwriting as agreed\nupon between the Company and the \n\n                                      -6-\n\n \nunderwriters selected by it. If the underwriters advise the Company that\nmarketing factors require a limitation on the number of shares, including\nRegistrable Securities, to be included in such offering, then the Company shall\nso advise all Holders of Registrable Securities that would otherwise have been\nunderwritten pursuant to Section C(2), and the number of shares, including\nRegistrable Securities, that may be included in the registration shall be\napportioned first to the Company, then pro rata among the selling Holders\naccording to the total amount of Registrable Securities held by such Holders at\nthe time of registration, then pro rata among any other selling shareholders\naccording to the total amount of securities otherwise entitled to be included\ntherein owned by each such other selling shareholder, or in such other\nproportions as shall mutually be agreed to by such selling shareholders;\nprovided that in no event shall the amount of securities of the selling Holders\nincluded in the registration be reduced below 30% of the total amount of\nsecurities included in such registration.\n\n     7.   Delay of Registration\n\n     No Holder shall have any right to obtain or seek an injunction restraining\nor otherwise delaying any registration of the Company as the result of any\ncontroversy that might arise with respect to the interpretation or\nimplementation of this Agreement.\n\n     8.   Indemnification\n\n     In the event any Registrable Securities are included in a registration\nstatement under this Agreement:\n\n          (a) To the fullest extent permitted by law, the Company will indemnify\nand hold harmless each Holder, any underwriter (as defined in the Securities\nAct) for such Holder and each person, if any, who controls such Holder or\nunderwriter within the meaning of the Securities Act or the Exchange Act,\nagainst all expenses (including legal fees and costs), losses, claims, damages\n(including settlement amounts) or liabilities (joint or several) (collectively,\n\"Losses\") to which they may become subject under the Securities Act, the\nExchange Act or other federal or state law, insofar as such Losses arise out of\nor are based upon any of the following statements, omissions or violations\n(collectively, a \"Violation\"):  (i) any untrue statement or alleged untrue\nstatement of a material fact contained in such registration statement, including\nany preliminary prospectus or final prospectus contained therein, or any\namendments or supplements thereto, untrue in light of the circumstances under\nwhich they were made, (ii) the omission or alleged omission to state therein a\nmaterial fact required to be stated therein, or necessary to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading, or (iii) any violation or alleged violation by the Company of the\nSecurities Act, the Exchange Act, any state securities law or any rule or\nregulation promulgated under the Securities Act, the Exchange Act or any state\nsecurities law.  The Company will reimburse (as incurred) each such Holder,\nunderwriter or controlling person for any Losses reasonably incurred by them in\nconnection with investigating or defending any Violations; provided, however,\nthat the indemnity agreement contained in this Section C(8)(a) shall not apply\nto amounts paid in settlement of any claims \n\n                                      -7-\n\n \nfor Violations if such settlement is made without the consent of the Company,\nwhich consent shall not be unreasonably withheld, nor shall the Company be\nliable in any such case for any Losses that arise out of or are based upon a\nViolation that occurs in reliance upon and in conformity with written\ninformation furnished expressly for use in connection with such registration by,\nor on behalf of, any such Holder, underwriter or controlling person.\n\n          (b) To the fullest extent permitted by law, each selling Holder will\nindemnify and hold harmless the Company and its officers, directors, agents and\nemployees, each underwriter and each other Holder selling securities in such\nregistration statement, and any person who controls any of the foregoing within\nthe meaning of the Securities Act or the Exchange Act, against any Losses to\nwhich the Company or such officer, director, agent, employee, or underwriter or\nother selling Holder or controlling person may become subject under the\nSecurities Act, the Exchange Act or other federal or state law, insofar as such\nLosses arise out of or are based upon any Violation that occurs in reliance upon\nand in conformity with written information furnished by, or on behalf of, such\nHolder expressly for use in connection with such registration; and each such\nHolder will reimburse (as incurred) any Losses reasonably incurred by the\nCompany or its officers, directors, agents, employees, or underwriters or other\nselling Holders or controlling persons in connection with investigating or\ndefending any Violations; provided, however, that (i) the indemnity agreement\ncontained in this Section C(8)(b) shall not apply to amounts paid in settlement\nof any claims for Violations if such settlement is made without the consent of\nthe Holder, which consent shall not be unreasonably withheld and (ii) the\nobligations of such Holders shall be limited to an amount equal to the gross\nproceeds before expenses and commissions to each such Holder of Registrable\nSecurities sold as contemplated herein.\n\n          (c) Promptly after receipt of notice of the commencement of any action\n(including any governmental action), an indemnified party will, if a claim is to\nbe made against any indemnifying party under this Section C(8), deliver to the\nindemnifying party a written notice of the commencement, and the indemnifying\nparty shall have the right to participate in, and, to the extent the\nindemnifying party so desires, jointly with any other indemnifying party\nsimilarly notified, to assume the defense thereof with counsel mutually\nsatisfactory to the parties; provided, however, that an indemnified party shall\nhave the right to retain its own counsel, with the fees and expenses to be paid\nby the indemnifying party, if, in the opinion of counsel for the indemnifying\nparty, representation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential differing\ninterests between such indemnified party and any other party represented by such\ncounsel in the proceeding.  The failure to deliver written notice to the\nindemnifying party within a reasonable period of time after notice of the\ncommencement of any such action shall relieve such indemnifying party of any\nliability to the indemnified party under this Section C(8) to the extent such\nfailure is prejudicial to its ability to defend such action, but the omission to\ndeliver written notice to the indemnifying party will not relieve it of any\nliability that it may have to any indemnified party otherwise than under this\nSection C(8).\n\n                                      -8-\n\n \n          (d) If the indemnification provided for in this Section C(8) is held\nby a court of competent jurisdiction to be unavailable to an indemnified party\nwith respect to any Losses, then the indemnifying party, in lieu of indemnifying\nsuch indemnified party, shall contribute to the amount paid or payable by such\nindemnified party as a result of such Losses in such proportion as is\nappropriate to reflect the relative fault of the indemnifying party on the one\nhand and of the indemnified party on the other in connection with the Violations\nthat resulted in such Losses as well as any other relevant equitable\nconsiderations; provided, that, in no event shall any contribution by a Holder\nunder this Section C(8)(d) exceed the gross proceeds before expenses and\ncommissions to each such Holder, except in the case of willful fraud by such\nHolder.  The relative fault of the indemnifying party and of the indemnified\nparty shall be determined by reference to, among other things, whether the\nViolation resulting in such Losses relates to information supplied by the\nindemnifying party or by the indemnified party and the parties' relative intent,\nknowledge, access to information, and opportunity to correct or prevent such\nViolation.\n\n          (e) Notwithstanding the foregoing, to the extent that the provisions\non indemnification and contribution contained in the underwriting agreement\nentered into in connection with the underwritten public offering are in conflict\nwith the foregoing provisions, the provisions in the underwriting agreement\nshall control.\n\n          (f) The obligations of the Company and Holders under this Section C(8)\nshall survive the completion of any offering of Registrable Securities and the\ntermination of Registration Rights pursuant to Section C(12).\n\n     9.   Reports Under the Securities Act\n\n     With a view to making available to the Holders the benefits of SEC Rule 144\npromulgated under the Securities Act and any other rule or regulation of the SEC\nthat may at any time permit a Holder to sell securities of the Company to the\npublic without registration or pursuant to a registration on Form S-3, the\nCompany agrees to use commercially reasonable efforts to:\n\n          (a) Make and keep public information available, as those terms are\nunderstood and defined in SEC Rule 144, at all times after 90 days from the\neffective date of the first registration statement filed by the Company for the\noffering of its securities to the general public;\n\n          (b) Take such action as is necessary to enable the Holders to utilize\nForm S-3 for the sale of their Registrable Securities, such action to be taken\nas soon as practicable after the end of the fiscal year in which the first\nregistration statement filed by the Company for the offering of its securities\nto the general public is declared effective;\n\n          (c) File with the SEC in a timely manner all reports and other\ndocuments required of the Company under the Securities Act and the Exchange Act;\nand\n\n                                      -9-\n\n \n          (d) Furnish to any Holder, so long as the Holder owns any Registrable\nSecurities, promptly upon request (i) a written statement by the Company that it\nhas complied with the reporting requirements of the Exchange Act (at any time\nafter 90 days from the date on which it becomes subject to such reporting\nrequirements), or that it qualifies as a registrant whose securities may be\nresold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of\nthe most recent annual or quarterly report of the Company and such other reports\nand documents so filed by the Company, and (iii) such other information as may\nbe reasonably requested in availing any Holder of any rule or regulation of the\nSEC that permits the selling of any such securities without registration or\npursuant to such Form S-3.\n\n     10.  Assignment of Registration Rights\n\n     The rights to cause the Company to register Registrable Securities pursuant\nto this Agreement may be assigned by a Holder to a transferee or assignee of\nsuch securities who shall, upon such transfer or assignment, be deemed a\n\"Holder\" under this Agreement; provided that prior to such transfer the\ntransferee agrees to be bound by the terms and conditions of this Agreement and\nthat the Company is, within a reasonable period of time after such transfer,\nfurnished with written notice of the name and address of such transferee or\nassignee and the securities with respect to which such registration rights are\nbeing assigned.\n\n     11.  \"Market Standoff\" Agreement\n\n     The Holders hereby agree that they shall not, to the extent requested by\nthe Company and an underwriter of common stock (or other securities) of the\nCompany, sell or otherwise transfer or dispose (other than to donees who agree\nto be similarly bound) of any securities of the Company for such period of time\n(not to exceed 180 days) from the effective date of a registration statement of\nthe Company filed under the Securities Act as may be requested by such\nunderwriter; provided, however, that all officers and directors of the Company\n(whether or not pursuant to this Agreement) also agree to such restrictions\npursuant to an agreement with such underwriter.\n\n     To enforce the foregoing covenant, the Company may impose stop-transfer\ninstructions with respect to the securities of the Holders (and the shares or\nsecurities of every other person subject to the foregoing restriction) until the\nend of such period.\n\n     12.  Termination of Registration Rights\n\n     The registration rights granted under this Agreement shall terminate with\nrespect to a Holder at such time as all such Registrable Securities held by such\nHolder may be sold within a three-month period pursuant to Rule 144 promulgated\nunder the Securities Act or any successor to such Rule.\n\n                                     -10-\n\n \nD.   Non-Solicitation and Non-Competition\n\n     1.   Non-Solicitation\n\n     For a period of one year from the date of the Company's initial public\noffering, no employee of either the Company or Microsoft will solicit for the\npurpose of hiring any employee of the other.  For the purposes of the preceding\nsentence, the following does not constitute solicitation under this Agreement:\n(i) use of an independent employment agency, so long as such agency is not\ndirected to contact a specific employee of the other party, and (ii) general\nadvertisements not targeted at a specific employee of the other party.  For\nadditional clarification, either party will have the right to engage in\ndiscussions with employees of the other party regarding employment when\ndiscussions are initiated by such employee, and will have the right to hire such\npersons.\n\n     2.   Non-Competition\n\n          (a) For a period of three years following the Company's initial public\noffering, Microsoft will not engage directly or indirectly in the Expedia\nBusiness with (unless otherwise expressly agreed to by the parties), or form, or\nenter into any agreement with any third party for an investment in, any entity \nlisted on Schedule B hereto, as such schedule may be amended from time to time.\n\n          (b) For a period of three years following the Company's initial public\noffering, Microsoft will not engage directly or indirectly in the Expedia \nBusiness with (unless otherwise expressly agreed to by the parties), or form, or\nenter into any agreement with any third party for an investment of greater than \n4.9% in, any entity other than Expedia which is primarily engaged in a business \nwhich competes directly with the Expedia Business (a \"Competing Entity\"). For \npurposes of clarification, an entity is a Competing Entity only to the extent \nthat the consolidated revenues derived from the portion of the entity's business\nthat is within the scope of the Expedia Business is greater than 50% of the \ntotal consolidated revenues of such entity.\n\n          (c) Notwithstanding the preceding paragraph, a \"Competing Entity\" \nshall not include an entity which (i) is headquartered in a country other than \nthe United States, and (ii) is engaged in the Expedia Business in a country \nother than the United States where Expedia does not conduct the Expedia Business\nor has notified Microsoft in writing that it has no intention to conduct the \nExpedia Business in such country. For purposes of clarification, there shall be\nno limitation on the size of Microsoft's investment in these entities.\n\n          (d) For purposes of this section: (i) the revenues of an entity shall \nbe determined on the basis of financial information for the most recent period \nof twelve months for which financial information is available, and (ii) the \n\"Expedia Business\" shall mean any online service for reserving or purchasing \ntravel services (e.g., airline tickets, hotel rooms, rental cars, cruises, and \nresort vacation packages) accessed with an interactive\n\n                                     -11-\n\n \nCompeting Entity, or (ii) acquiring any entity (an \"Acquired Entity\") which\nderives 50% or less of its consolidated revenues from activities within the\nscope of the Expedia Business, provided that Microsoft shall use commercially\nreasonable efforts to cause the Acquired Entity to utilize Expedia technology,\nproducts and services to the extent practicable in substitution for travel-\nrelated technology, products and services provided by such Acquired Entity or\nthird party provider prior to the acquisition.\n\nE.   Miscellaneous\n\n     1.   Notices\n\n     Any notice required or permitted under this Agreement shall be given in\nwriting and shall be deemed effectively given (a) upon personal delivery to the\nparty to be notified, (b) upon confirmation of receipt by fax by the party to be\nnotified, (c) one business day after deposit with a reputable overnight courier,\nprepaid for overnight delivery and addressed as set forth in (d), or (d) three\ndays after deposit with the United States Post Office, postage prepaid,\nregistered or certified with return receipt requested and addressed to the party\nto be notified at the address indicated for such party on the signature page, or\nat such other address as such party may designate by 10 days' advance written\nnotice to the other parties given in the foregoing manner.\n\n     2.   Amendments and Waivers\n\n     Any term of this Agreement may be amended and the observance of any term\nmay be waived (either generally or in a particular instance and either\nretroactively or prospectively) only with the written consent of the Company and\nthe holders of a majority of the Common Stock.  Additional Holders may be added\nto this Agreement without such consent by amending Schedule A and adding a\nsignature page executed by such additional Holder.\n\n     3.   Governing Law; Jurisdiction; Venue\n\n     This Agreement shall be governed by and construed under the laws of the\nstate of Washington without regard to principles of conflict of laws.  The\nparties irrevocably consent to the exclusive jurisdiction and venue of the state\nand federal courts located in King County, Washington in connection with any\naction relating to this Agreement.\n\n     4.   Successors and Assigns\n\n     The terms and conditions of this Agreement shall inure to the benefit of\nand be binding on the respective successors and assigns of the parties as\nprovided herein.\n\n     5.   Severability\n\n     If one or more provisions of this Agreement are held to be unenforceable\nunder applicable law, such provision shall be excluded from this Agreement, and\nthe balance of this \n\n                                     -12-\n\n \nAgreement shall be interpreted as if such provision were so excluded and shall\nbe enforceable in accordance with its terms.\n\n     6.   Entire Agreement; Counterparts\n\n     This Agreement constitutes the entire agreement between the parties about\nits subject and supersedes all prior agreements.  This Agreement may be executed\nin two or more counterparts, which together shall constitute one instrument.\n\n                                     -13-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written.\n\n                                EXPEDIA, INC.\n\n\n                                             \/s\/ Richard N. Barton\n                                -----------------------------------------------\n                                By:  Richard N. Barton\n                                     Its: President and Chief Executive Officer\n                                Address:  4200 150th Ave. NE\n                                          Redmond, WA  98052\n \n                                Fax:      425\/936-7329  \n                                Telephone: 425\/705-5161\n\n                                HOLDER:\n\n                                MICROSOFT CORPORATION\n\n\n\n                                             \/s\/ Gregory B. Maffei\n                                -----------------------------------------------\n                                By:  Gregory B. Maffei\n                                     Its:   Chief Financial Officer\n                                Address:  One Microsoft Way\n                                          Redmond, WA  98005\n                                Fax:      425\/882-8080\n                                Telephone: 425\/936-7329\n\n                                     -14-\n\n \n                                   Schedule A\n                            to Shareholder Agreement\n\n\nHolder Name                                       Number of Shares\n---------------------------------------------     ------------------\nMicrosoft Corporation                             33,000,000\n\n                                     -15-\n\n \n                                  Schedule B\n                           to Shareholder Agreement\n\n                                Travelocity\n                                Priceline\n                                Cheaptickets\n                                Lastminute.com\n                                Tickets.com\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7491,8221],"corporate_contracts_industries":[9513,9525],"corporate_contracts_types":[9629,9633],"class_list":["post-43918","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-expedia-inc","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_industries-transportation__services","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43918","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43918"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43918"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43918"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43918"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}