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Table of Contents
IAC/INTERACTIVECORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10—LONG-TERM DEBT (Continued)
in aggregate principal amount of New York City Industrial Development Agency Liberty Bonds (IAC/InterActiveCorp Project), Series 2005 (the
"Liberty Bonds"). IAC is obligated to make all principal, interest and other payments in respect of the Liberty Bonds pursuant to certain security
and payment arrangements between IAC and the Agency, which arrangements were entered into in connection with the closing of the Liberty
Bond issuance. IAC's payment obligation under the Liberty Bonds is collateralized by a mortgage interest in the corporate headquarters building.
Aggregate contractual maturities of long-term debt are as follows (in thousands):
NOTE 11—SHAREHOLDERS' EQUITY
Description of Common Stock and Class B Convertible Common Stock
With respect to matters that may be submitted to a vote or for the consent of IAC's shareholders generally, including the election of
directors, each holder of shares of IAC common stock and IAC Class B common stock vote together as a single class. In connection with any
such vote, each holder of IAC common stock is entitled to one vote for each share of IAC common stock held and each holder of IAC Class B
common stock is entitled to ten votes for each share of IAC Class B common stock held. Notwithstanding the foregoing, the holders of shares of
IAC common stock, acting as a single class, are entitled to elect 25% of the total number of IAC's directors, and, in the event that 25% of the
total number of directors shall result in a fraction of a director, then the holders of shares of IAC common stock, acting as a single class, are
entitled to elect the next higher whole number of IAC's directors. In addition, Delaware law requires that certain matters be approved by the
holders of shares of IAC common stock or holders of IAC Class B common stock voting as a separate class.
Shares of IAC Class B common stock are convertible into shares of IAC common stock at the option of the holder thereof, at any time, on a
share-for-share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of IAC by means of a
stock dividend on, or a stock split or combination of, outstanding shares of IAC common stock or IAC Class B common stock, or in the event of
any merger, consolidation or other reorganization of IAC with another corporation. Upon the conversion of shares of IAC Class B common stock
into shares of IAC common stock, those shares of IAC Class B common stock will be retired and will not be subject to reissue. Shares of IAC
common stock are not convertible into shares of IAC Class B common stock.
Except as described herein, shares of IAC common stock and IAC Class B common stock are identical. The holders of shares of IAC
common stock and the holders of shares of IAC Class B common stock are entitled to receive, share for share, such dividends as may be declared
by IAC's Board of Directors out of funds legally available therefore. In the event of a liquidation, dissolution, distribution of assets or winding-
up of IAC, the holders of shares of IAC common stock and the holders of shares of IAC Class B common stock are entitled to receive, share for
share, all the assets of IAC available for distribution to its stockholders, after the rights of the holders of any IAC preferred stock have been
satisfied.
88
Years Ending December 31,
2013
15,844
2035
80,000
95,844