As consideration for the Common
Stock and the Warrant, LMC paid to the Issuer the sum of $5,000,000. Also in
accordance with the terms of the Agreement, LMC and the Issuer caused their
respective subsidiaries, Liberty IATV Events, Inc. and ACTV Entertainment, Inc.,
to form a Delaware limited liability company, LMC IATV Events, LLC (the "LLC"),
pursuant to an operating agreement, dated September 21, 1998 (the "Operating
Agreement"), for the purpose of providing, through a sub-license agreement with
ACTV Entertainment, Inc. (the "Sub-license Agreement"), for the LLC's use of
Issuer-owned individualized programming technologies currently licensed to ACTV
Entertainment, Inc. The initial term of the Sub-license Agreement is five years.
As a result of the purchase of the Common Stock and the Warrant, on September
21, 1998 TCI became a greater than 5% beneficial owner of the Common Stock of
the Issuer. |
