Excluded Matter

Excluded Matter. Means any matter submitted to a vote of the stockholders of Splitco or by which the stockholders of Splitco may act by written consent to (x) approve any agreement or transaction (i) between Splitco or any of its Affiliates, on the one hand, and Diller, IAC or any of their respective Affiliates, on the other hand, or (ii) between Splitco or any of its Affiliates, on the one hand, and Expedia or its Subsidiaries, on the other hand or (y) remove any Series B Director in accordance with Article V,... Section D of the Certificate. View More

Excluded Matter. Shall mean (i) the issuance of Company Shares in connection with any merger, consolidation or business combination of the Company, (ii) any action, proposal or matter related to Acquisition Proposal, (iii) any action, proposal or matter related to Acquisition Transaction or (iv) the issuance of Company Shares or other securities of the Company (including securities convertible into or exercisable for Company Shares) for which a stockholder vote is required under Nasdaq Rules 5635(a), 5635(b) or... 5635(d) or NYSE Rules 312.03(b) or 312.03(c) (or any successor or equivalent provisions). View More