Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to registration of transfers of a Note (or interest in a Global Note), other than an Unrestricted Global Note or interest therein, to a Non-U.S. Person:
Transfers to Non-U.S. Persons. (A) If a Holder of a ----------------------------- beneficial interest in the Initial Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Initial Global Note to a Non-U.S. Person pursuant to Regulation S who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, at its Corporate National Trust Office of (I) instructions from the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the beneficial interest in the Initial Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Initial Certificated Notes to be so issued and appropriate delivery instructions, (II) a certificate in the form of Exhibit H attached hereto from the transferor, (III) a certificate in the form of Exhibit I attached hereto from the transferee and (IV) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, will instruct the Depositary to reduce or cause to be reduced such Initial Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Initial Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount in accordance with the instructions referred to above; and
Transfers to Non-U.S. Persons. The following provisions shall ------------------------------ apply with respect to the registration of any proposed transfer of a Security to any non-U.S. person:
Transfers to Non-U.S. Persons. A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer and taking into account the actions that the Company commits to take pursuant to Section 5 of the Charter, the percentage ownership of equity interests of the Company owned directly or indirectly by non-U.S. Persons (other than the Televisa Investors) for purposes of the Federal Communications Laws would exceed the Non-Televisa FO Equity Cap then in effect (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a Non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would result in the Non-Televisa FO Equity Cap then in effect being exceeded (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into accou...
Transfers to Non-U.S. Persons. A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer, the percentage ownership of voting interests and/or equity interests of the Company owned directly or indirectly by non-U.S. Persons for purposes of the Federal Communications Laws would increase as a result of such Transfer (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would, directly or indirectly, increase the aggregate foreign ownership attributable to the Company under the Federal Communications Laws (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that the Company may comply with any obligation with res...
