Priceline Group. Priceline, any entities controlled by Priceline as of the Second Amendment Effective Date, and any corporate form and entity or asset that (i) becomes controlled by Priceline after the Second Amendment Effective Date and (ii) did not have a relationship with any Other GDS or Direct Connection over the entire four (4) month period prior to the time it [**] = Confidential Treatment requested for redacted portion; redacted portion has been
... filed separately with the commission. Page 2 becomes controlled by Priceline. For purposes of this definition, an entity is "controlled by" Priceline if Priceline is the "beneficial owner" (as defined in Rule 13d(3) of the Securities and Exchange Act of 1934), directly or indirectly, through one or more intermediaries, of more than 50% of the voting power of such entity. Priceline shall act for and on behalf of the Priceline Group and all entities within the Priceline Group for all purposes relating to the Subscriber Entity Agreement, including any approval, acceptance, consent, notice, or other action required or permitted by the Subscriber Entity Agreement, and shall be responsible for the performance of all obligations of the Priceline Group hereunder and for causing each entity within the Priceline Group to comply with all applicable provisions of the Subscriber Entity Agreement. Notwithstanding anything herein to the contrary, (x) Lowestfare.com Incorporated shall not be deemed to be part of the Priceline Group until after the Lowestfare Basic Conversion Completion Date (as defined herein), but no later than December 31, 2003, and (y) neither Hutchison-Priceline Limited nor priceline.com europe Ltd. shall be deemed to be part of the Priceline Group; PROVIDED, HOWEVER, that any Segments generated by Hutchison-Priceline Limited or priceline.com europe Ltd. through the www.priceline.com website, the www.lowestfare.com website, or any successor to either of those websites, shall be deemed to be Segments generated by the Priceline Group and not Segments generated by the EU Affiliates.
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