Common use of Mechanics of the Exchange Clause in Contracts

Mechanics of the Exchange. (a) A Group may exercise the Exchange Right set forth in Section 2.1(a) above by delivering an Exchange Notice to HSN. Subject to the terms and conditions thereof, HSN shall exercise the Exchange Right set forth in Section 2.1(b) above by delivering an Exchange Notice to the Liberty Group. If HSN delivers the Exchange Notice, such notice shall set forth in reasonable detail the facts and circumstances which have entitled or otherwise permitted such holder to Own additional shares of HSN Stock, the Available HSN Amount, a brief description of the method used to calculate such amount and the Exchange Rate in effect at such time. If a holder delivers the Exchange Notice, such notice shall include the same information, to the extent known by such holder, and shall also set forth whether the holder elects to effect the Exchange under Section 2.1(a)(iii) and the number of LLC Shares such holder desires to exchange or that are Owned by the member. Universal shall in its Exchange Notice indicate the number and type of shares of HSN Stock Universal requests be issued in respect of such Exchange. Each Exchange Notice shall be irrevocable, and upon receipt of an Exchange Notice and satisfaction of the conditions to such Exchange, HSN and such holder shall be obligated to effect such Exchange. (b) Subject to the resolution of any disputes pursuant to Section 2.2 and subject to Section 2.1(d) and (e), as promptly as practicable following receipt or delivery by HSN of an Exchange Notice, each of HSN and the applicable holder shall, and shall cause each of its respective subsidiaries and the officers, directors and employees of such Person and such Person's subsidiaries to, (i) make any and all required applications or filings with, and seek any required authorizations, consents, approvals, waivers, licenses, franchises, permits or certificates from, any governmental or regulatory agencies (including, but not limited to, with the FCC and under the HSR Act), (ii) use all reasonable efforts to obtain any and all such authorizations, consents, approvals, waivers, licenses, franchises, permits or certificates and the expiration or termination of any applicable waiting period under the HSR Act, in each case, which are reasonably necessary in connection with the applicable Exchange, and (iii) use reasonable efforts to cooperate with, and express its support for, such other party's efforts to obtain any such authorizations, consents, approvals, waivers, licenses, franchises, permits and certificates and the expiration or termination of any applicable waiting period under the HSR Act. Upon receipt of such authorizations, consents, approvals, waivers, license, franchises, permits or certificates or the expiration or termination of such waiting period, as the case may be, HSN or the holder, as the case may be, shall notify the other of such receipt, expiration or termination. Within 5 Business Days of the receipt of any required authorizations, consents, approvals, waivers, licenses, franchises, permits or certificates and the termination or expiration of any applicable waiting period under the HSR Act has terminated, and all required filings, notifications, registrations and qualifications with federal, state, and local governmental and regulatory authorities have been obtained, such holder of the LLC Shares specified (or the shares of the member of the Group, if applicable) in the applicable Exchange Notice shall surrender for exchange the appropriate stock certificate(s) pursuant to Section 2.3(c) hereof. (c) At such time as all required consents, approvals, waivers and terminations described in Section 2.3(b) have been obtained or waived and provided that the conditions set forth in Section 2.2(e) have been satisfied (if applicable), the holder shall surrender such holder's certificate or certificates for the LLC Shares (or the shares of the member of the Group, if applicable) to be exchanged, with appropriate stock powers attached, duly endorsed, at the office of HSN or any transfer agent for HSN's stock, together with a written notice to HSN that such holder is exchanging all or a specified number of LLC Shares (or the shares of the member of the Group, if applicable), represented by such certificate or certificates and stating the name or names in which such holder desires the certificate or certificates for HSN Stock, to be issued. Promptly thereafter, HSN shall (i) issue and deliver to such holder or such holder's nominee or nominees, a certificate or certificates representing the HSN Stock to be issued, conveyed and delivered to such holder pursuant to Section 2.1, with any necessary documentary or transfer tax stamps duly affixed and canceled, dated the applicable Exchange Date (as defined below), and such certificates shall be issued to and registered in the name of the applicable holder or in such other name as such holder shall request, and, (ii) if applicable, file a certificate of merger. Certificates representing HSN Stock include appropriate legends based on federal and state securities laws. (d) Each Exchange shall be deemed to have been effected at the close of business on the date (the "Exchange Date") of receipt by HSN or any such transfer agent of the certificate or certificates and notice referred to in paragraph (c) above and, in any case, no later than five Business Days after all applicable conditions to such Exchange have been satisfied or upon the filing of a certificate of merger, if applicable. Each Exchange shall be at the Exchange Rate in effect immediately prior to the close of business on the Exchange