General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 22 86K
2: EX-1 Underwriting Agreement 3 11K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 14 53K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 8 26K
5: EX-4 Instrument Defining the Rights of Security Holders 11 49K
6: EX-6 Opinion re: Discount on Capital Shares 20 82K
7: EX-7 Opinion re: Liquidation Preference 7 26K
EX-4 — Instrument Defining the Rights of Security Holders
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EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July __, 2000
(this "Agreement"), is made by and between Expedia, Inc., a Washington
corporation (the "COMPANY"), and TCV IV, L.P. and its affiliates (collectively,
the "INVESTORS").
WITNESSETH:
WHEREAS, the Investors intend to purchase shares of Common Stock,
par value, $0.01 per share (the "COMMON STOCK") of the Company pursuant to the
terms and conditions of a Stock Purchase Agreement dated as of June __, 2000
(the "PURCHASE AGREEMENT"); and
WHEREAS, to induce the Investors to execute and deliver the
Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the
"SECURITIES ACT"), and applicable state securities laws with respect to the
Registrable Securities (as defined below) issuable to or for the account of the
Investors pursuant to the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Investors hereby agree as follows:
1. DEFINITIONS.
(a) As used in this Agreement, the following terms shall have the
following meanings:
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Holder" or "Holders," means the Investors holding Registrable
Securities and any person or entity to whom any Registrable Securities are
transferred in accordance with Section 9(f).
"Nasdaq" means the Nasdaq Stock Market.
"register," "registered," and "registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering securities on a
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the United States Securities and Exchange
Commission (the "SEC").
"Registrable Securities" means the Shares, as defined in the
Purchase Agreement, and the shares of common stock issuable pursuant to warrants
to purchase 602,259 shares of Common Stock of even date herewith, and also
includes shares issued as a dividend in respect of the foregoing.
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"Registration Period" means the period from the Closing Date, as
defined in the Purchase Agreement, to the earlier of (i) such date as the
Registrable Securities constitute less than 1% of the Company's shares of
outstanding Common Stock, (ii) the date on which the Holders may sell all of
their Registrable Securities without registration under the Securities Act
pursuant to Rule 144, without restriction on the manner of sale or the volume of
securities which may be sold in any period and without the requirement for the
giving of any notice to, or the making of any filing with, the SEC and (iii) the
date on which the Holders no longer beneficially own any Registrable Securities.
"Registration Statement" means a registration statement of the
Company under the Securities Act, including any amendment thereto.
"Rule 144" means Rule 144 promulgated under the Securities Act or
any other similar rule or regulation of the SEC that may at any time permit a
holder of any securities to sell securities of the Company to the public without
registration under the Securities Act.
"SEC Effective Date" means the date the Registration Statement is
first declared effective by the SEC.
"SEC Filing Date" means the date the Registration Statement is
first filed with the SEC pursuant to Section 2(a).
(b) Capitalized terms defined in the introductory paragraph or
the recitals to this Agreement shall have the respective meanings therein
provided. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Purchase Agreement.
2. MANDATORY REGISTRATION. The Company shall:
(a) Use its commercially reasonable best efforts to have a
Registration Statement on Form S-3, or, if Form S-3 is not available, Form S-1
or S-2 (the "REGISTRATION STATEMENT"), covering the resale by the Holders of
Registrable Securities, declared effective by the SEC prior to February 1, 2001.
The Company will use its commercially reasonable best efforts to keep the
Registration Statement effective at all times during the Registration Period;
and the Company represents and warrants to, and covenants and agrees with, the
Holders that the Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein), at the time it is first filed with
the SEC, at the time it is ordered effective by the SEC and at all times during
which it is required to be effective hereunder (and each such amendment and
supplement at the time it is filed with the SEC and at all times during which it
is available for use in connection with the offer and sale of the Registrable
Securities) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading.
(b) prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the Registration Statement effective at all times during the
Registration Period, and, during the Registration Period, comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities of the Company covered by the Registration Statement
until such time as all of such Registrable Securities have been disposed of in
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accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in the Registration Statement;
(c) furnish to the Holders and their legal counsel designated
pursuant to Section 2(h), (1) promptly, one copy of the Registration Statement
and any amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto, each letter written by or on behalf of the
Company to the SEC or the staff of the SEC and each item of correspondence from
the SEC or the staff of the SEC relating to such Registration Statement (other
than any portion of any thereof which contains information for which the Company
has sought confidential treatment) and (2) such number of copies of a
prospectus, including a preliminary prospectus, and all amendments and
supplements thereto and such other documents, as the Holders may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by the Holders;
(d) use reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such
securities or blue sky laws of such jurisdictions as the Holders who hold a
majority in interest of the Registrable Securities being offered reasonably
request, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times until the end of the Registration Period, (iii) take such other actions as
may be necessary to maintain such registrations and qualifications in effect at
all times during the Registration Period and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto (I) to qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 2(d), (II) to subject itself to general taxation in any such
jurisdiction, (III) to file a general consent to service of process in any such
jurisdiction, (IV) to provide any undertakings that cause more than nominal
expense or burden to the Company or (V) to make any change in its Articles of
Incorporation or by-laws, which in each case the Board of Directors of the
Company determines to be contrary to the best interests of the Company and its
shareholders;
(e) in the event that the Registrable Securities are being
offered in an underwritten offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, including, without
limitation, customary indemnification and contribution obligations, with the
underwriters of such offering;
(f) as promptly as practicable after becoming aware of such event
or circumstance, notify each Holder of any event or circumstance of which the
Company has knowledge, as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and use its best efforts promptly to
prepare a supplement or amendment to the Registration Statement to correct such
untrue statement or omission, file such supplement or amendment with the SEC at
such time as shall permit the Holders to sell Registrable Securities pursuant to
the Registration Statement as promptly as practical, and deliver a number of
copies of such supplement or amendment to each Holder as the Holders may
reasonably request;
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(g) as promptly as practicable after becoming aware of such
event, notify each Holder who holds Registrable Securities being sold (or, in
the event of an underwritten offering, the managing underwriters) of the
issuance by the SEC of any stop order or other suspension of effectiveness of
the Registration Statement at the earliest possible time;
(h) permit a single firm of counsel designated by the Holders to
review and comment on the Registration Statement and all amendments and
supplements thereto a reasonable period of time prior to their filing with the
SEC;
(i) make generally available to its security holders as soon as
practical, but not later than ninety (90) days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the Securities Act) covering a twelve-month period beginning not
later than the first day of the Company's fiscal quarter next following the
effective date of the Registration Statement;
(j) at the request of the Holders who hold a majority in interest
of the Registrable Securities being sold, furnish on the date that Registrable
Securities are delivered to an underwriter, if any, for sale in connection with
the Registration Statement (i) a letter, dated such date, from the Company's
independent certified public accountants in form and substance as is customarily
given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to the underwriters; and (ii) an
opinion, dated such date, from counsel representing the Company for purposes of
such Registration Statement, in form and substance as is customarily given in an
underwritten public offering, addressed to the underwriters and the Holders;
(k) use its best efforts (i) to cause all the Registrable
Securities covered by the Registration Statement to be listed on the Nasdaq or
such other principal securities market on which securities of the same class or
series issued by the Company are then listed or traded or (ii) if securities of
the same class or series as the Registrable Securities are not then listed on
Nasdaq or any such other securities market, to cause all of the Registrable
Securities covered by the Registration Statement to be listed on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market;
(l) provide a transfer agent and registrar, which may be a single
entity, for the Registrable Securities not later than the effective date of the
Registration Statement; and
(m) take all other reasonable actions necessary to expedite and
facilitate disposition by the Holders of the Registrable Securities pursuant to
the Registration Statement.
3. OBLIGATIONS OF THE HOLDER. In connection with the registration
of the Registrable Securities, the Holders shall have the following obligations:
(a) It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities of a particular Holder that the Holder shall furnish
to the Company such information regarding itself, the Registrable Securities
held by it and the intended method of disposition of the Registrable Securities
held by it as shall be reasonably required to effect the registration of such
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. At least fifteen (15) days
prior to the first anticipated filing date of the Registration Statement, the
Company shall notify
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each Holder of the information the Company requires from each Holder (the
"REQUESTED INFORMATION") if any of the Holder's Registrable Securities are
eligible for inclusion in the Registration Statement. If at least one (1)
business day prior to the filing date the Company has not received the Requested
Information from an Holder, or any of its permitted transferees (a
"NON-RESPONSIVE HOLDER"), then the Company may file the Registration Statement
without including Registrable Securities of such Non-Responsive Holder but shall
not be relieved of its obligation to file a Registration Statement with the SEC
relating to the Registrable Securities of such Non-Responsive Holder promptly
after such Non-Responsive Holder provides the Requested Information;
(b) Each Holder, by the Holder's acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder, unless the Holder has notified the Company in writing of
the Holder's election to exclude all of the Holder's Registrable Securities from
the Registration Statement;
(c) In the event Holders holding a majority in interest of the
Registrable Securities being registered determine to engage the services of an
underwriter, each Holder agrees to enter into and perform the Holder's
obligations under an underwriting agreement, in usual and customary form,
including, without limitation, customary indemnification and contribution
obligations, with the managing underwriter of such offering and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of the Registrable Securities, unless the Holder has notified the
Company in writing of the Holder's election to exclude all of the Holder's
Registrable Securities from the Registration Statement;
(d) Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 2(f) or
2(g), the Holder will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until the Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 2(f) or 2(g) and, if so directed by
the Company, the Holder shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction)
all copies in the Holder's possession of the prospectus covering such
Registrable Securities current at the time of receipt of such notice; and
(e) No Holder may participate in any underwritten registration
hereunder unless the Holder (i) agrees to sell the Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the Holder entitled hereunder to approve such arrangements, (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements, and (iii) agrees to pay its pro rata share of all
underwriting discounts and commissions and other fees and expenses of investment
bankers and any manager or managers of such underwriting and legal expenses of
the underwriters applicable with respect to its Registrable Securities, in each
case to the extent not payable by the Company pursuant to the terms of this
Agreement.
4. EXPENSES OF REGISTRATION. All reasonable expenses, other than
underwriting discounts and commissions and other fees and expenses of investment
bankers and other than brokerage commissions, incurred in connection with
registrations, filings or qualifications pursuant to Section 2, including,
without limitation, all registration, listing and qualifications fees, printers
and accounting fees
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and the fees and disbursements of counsel for the Company, shall be borne by the
Company, provided, however, that the Holders shall bear the fees and
out-of-pocket expenses of the one legal counsel selected by the Holders pursuant
to Section 2(h) hereof.
5. INDEMNIFICATION. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder who holds such Registrable Securities, the
directors, if any, of the Holder, the officers, if any, of the Holder, each
person, if any, who controls any Holder within the meaning of the Securities Act
or the Exchange Act, any underwriter (as defined in the Securities Act) for the
Holder, the directors, if any, of such underwriter and the officers, if any, of
such underwriter, and each person, if any, who controls any such underwriter
within the meaning of the Securities Act or the Exchange Act (each, an
"INDEMNIFIED PERSON"), against any losses, claims, damages, liabilities or
expenses (joint or several) incurred (collectively, "CLAIMS") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations in the Registration Statement, or
any post-effective amendment thereof, or any prospectus included therein: (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or any post-effective amendment thereof or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary prospectus if used prior to the effective date of such
Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being, collectively, "VIOLATIONS"). Subject
to the restrictions set forth in Section 5(d) with respect to the number of
legal counsel, the Company shall reimburse the Holders and each such underwriter
or controlling person, promptly as such expenses are incurred and are due and
payable, for any legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 5(a): (I) shall not apply to a Claim arising out of or
based upon a Violation to the extent it occurs in reliance upon and in
conformity with information furnished in writing to the Company by any
Indemnified Person or underwriter for such Indemnified Person expressly for use
in connection with the preparation of the Registration Statement, the prospectus
or any such amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 2(c) hereof; (II) with
respect to any preliminary prospectus shall not inure to the benefit of any such
person from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact
contained in the preliminary prospectus was corrected in the prospectus, as then
amended or supplemented, if such prospectus was timely made available by the
Company pursuant to Section 2(c) hereof; and (III) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or
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on behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities by the Holder.
(b) In connection with any Registration Statement in which an
Holder is participating, each Holder agrees to indemnify and hold harmless, to
the same extent and in the same manner set forth in Section 5(a), the Company,
each of its directors, each of its officers who signs the Registration
Statement, each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act, any underwriter and any other
shareholder selling securities pursuant to the Registration Statement or any of
its directors or officers or any person who controls such shareholder or
underwriter within the meaning of the Securities Act or the Exchange Act
(collectively and together with an Indemnified Person, an "INDEMNIFIED PARTY"),
against any Claim to which any of them may become subject, under the Securities
Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by the Holder expressly for use in
connection with such Registration Statement; and the Holder will reimburse any
legal or other expenses reasonably incurred by any Indemnified Party in
connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 5(b) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the particular Holder, which consent shall not be
unreasonably withheld; provided, further, however, that the Holder shall be
liable under this Section 5(b) for only that amount of a Claim as does not
exceed the amount by which the net proceeds to the Holder from the sale of
Registrable Securities pursuant to such Registration Statement exceeds the cost
of such Registrable Securities to the Holder. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities by the particular Holder pursuant to Section 7. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 5(b) with respect to any preliminary prospectus shall
not inure to the benefit of any Indemnified Party if the untrue statement or
omission of material fact contained in the preliminary prospectus was corrected
on a timely basis in the prospectus, as then amended or supplemented.
(c) The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in any distribution, to the same extent as provided
above, with respect to information so furnished in writing by such persons
expressly for inclusion in the Registration Statement.
(d) Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 5 of notice of the commencement of any
action (including any governmental action), such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 5, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel selected by the indemnifying party
but reasonably acceptable to the Indemnified Person or the Indemnified Party, as
the case may be; provided, however, that an Indemnified Person or Indemnified
Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between
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such Indemnified Person or Indemnified Party and any other party represented by
such counsel in such proceeding. In such event, the Company shall pay for only
one separate legal counsel for the Holders; such legal counsel shall be selected
by the Holders holding a majority in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates. The failure
to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person or Indemnified Party under this Section
5, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The indemnification required by this Section 5 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.
6. CONTRIBUTION. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 5 to the fullest extent permitted by
law; provided, however, that (a) no contribution shall be made under
circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 5, (b) no seller of Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section
9(f) of the Securities Act) shall be entitled to contribution from any seller of
Registrable Securities who was not guilty of such fraudulent misrepresentation
and (c) contribution by any seller of Registrable Securities shall be limited in
amount to the amount by which the net amount of proceeds received by such seller
from the sale of such Registrable Securities exceeds the purchase price paid by
such seller for such Registrable Securities.
7. REPORTS UNDER EXCHANGE ACT. With a view to making available to
each Holder the benefits of Rule 144, the Company agrees to use its commercially
reasonable best efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(c) furnish to each Holder so long as the Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144 and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company and (iii) such
other information as may be reasonably requested to permit the Holder to sell
such securities pursuant to Rule 144 without registration.
8. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and Holders who
hold a majority in interest of the Registrable Securities. Any amendment or
waiver effected in accordance with this Section 8 shall be binding upon each
Holder and the Company.
9. MISCELLANEOUS.
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(a) A person or entity is deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more persons or entities with respect to the same
Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable
Securities.
(b) Notices.
All notices, requests, demands or other communications which are
required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be deemed to have been duly given: (i) on the date of delivery
if personally delivered by hand, (ii) upon the third day after such notice is
(a) deposited in the United States mail, if mailed by registered or certified
mail, postage prepaid, return receipt requested, or (iii) upon the next business
day if sent by a nationally recognized overnight express courier, or (iv) by
facsimile upon written confirmation (other than the automatic confirmation that
is received from the recipient's facsimile machine) of receipt by the recipient
of such notice:
(i) if to the Company, to it at:
Expedia, Inc.
13810 SE Eastgate Way, Suite 400
Bellevue, WA 98005
Attention: Mark S. Britton, Vice President and
General Counsel
Telephone No.: (425) 564-7332
Facsimile No.: (425) 564-7240
with a copy to:
Richard B. Dodd, Esq.
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA 98104-7078
Facsimile Number: (206) 623-7022
(ii) if to the Holders, to them at:
TCV IV, L.P.
TCV IV Strategic Partners, L.P.
Technology Crossover Ventures
575 High Street
Suite 400, Palo Alto, CA 94301
Telephone No: (650) 614-8210
Facsimile No.: (650) 614-8222
with a copy to:
Technology Crossover Ventures
56 Main Street, Suite 210
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Millburn, NJ 07041
Attention: Robert C. Bensky
Telephone No.: (973) 467-5320
Facsimile No.: (973) 467-5323
Ora T. Fisher, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, CA 94025
Facsimile No.: (650) 463-2600
(c) Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.
(d) This Agreement shall be enforced, governed by and construed
in accordance with the laws of the State of Washington applicable to agreements
made and to be performed entirely within such State. In the event that any
provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid
or unenforceable under any law shall not affect the validity or enforceability
of any other provision hereof.
(e) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.
(f) This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto and any transferee
or assignee of Registrable Securities who acquires the same from a Holder
provided such transfer may otherwise be effected in accordance with applicable
securities laws and notice of such assignment is given.
(g) All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
(h) The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by telephone line facsimile transmission of
a copy of this Agreement bearing the signature of the party so delivering this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of day
and year first above written.
EXPEDIA, INC.
By: ___________________________________________
Name: _________________________________________
Title: ________________________________________
TCV IV, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management IV, L.L.C.
Its: General Partner
By: ___________________________________________
Name: Robert C. Bensky
Title: Attorney in Fact
TCV IV STRATEGIC PARTNERS, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management IV, L.L.C.
Its: General Partner
By: ___________________________________________
Name: Robert C. Bensky
Title: Attorney in Fact
2-11
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 2/1/01 | | 2 | | | | | None on these Dates |
| Filed on: | | 7/5/00 |
| List all Filings |
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Filing Submission 0000891618-00-003719 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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