Common use of Certain Affiliate Transferee Transactions Not Deemed Transfers Clause in Contracts

Certain Affiliate Transferee Transactions Not Deemed Transfers. (a) Notwithstanding anything in this Agreement to the contrary, a transaction shall not be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer, if the transferee and the transferor are Affiliate Transferees. A transferor and a transferee shall be deemed to be "Affiliate Transferees" if (i) the same Person directly or indirectly owns more than a Minimum Interest in both the transferor and the transferee immediately prior to the transaction in question or (ii) Fox, Twentieth Holdings Corporation or Liberty collectively own all of the direct and indirect interests in the transferor and the transferee immediately prior to the transaction in question. Fox/Liberty Partner hereby agrees to consult in good faith with Rainbow Partner prior to engaging in any transaction which has the effect of reallocating between Fox and Liberty their direct or indirect ownership interests in the Partnership. (b) Notwithstanding anything in this Agreement to the contrary, none of the following transactions shall be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer: (i) a change, shift or transfer of Control that shall be deemed not to be a Change in Control pursuant to the second sentence of the definition thereof; or (ii) the Transfer directly or indirectly of all or any portion of the equity interests in, or assets of, Rainbow Partner to the stockholders of RMH as a class (it being understood that such transfer may include the transfer to different classes of stockholders of RMH of different classes of equity interests reflecting the same relative rights and privileges as the different classes of stock of RMH) or to any group of public equity holders (including, without limitation, a transfer by means of a registered public offering).

Certain Affiliate Transferee Transactions Not Deemed Transfers. (a) Notwithstanding anything in this Agreement to the contrary, a transaction shall not be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer, if the transferee and the transferor are Affiliate Transferees. A transferor and a transferee shall be deemed to be "Affiliate Transferees" if (i) the same Person directly or indirectly owns more than a Minimum Interest in both the transferor and the transferee immediately prior to the transaction in question or (ii) Fox, Twentieth Holdings Corporation or Liberty collectively own all of the direct and or indirect interests in both the transferor and the transferee immediately prior to the transaction in question. Fox/Fox/ Liberty Partner hereby agrees to consult in good faith with Rainbow Partner prior to engaging in any transaction which has the effect of reallocating between Fox and Liberty their direct or indirect ownership interests in the Partnership. (b) Notwithstanding anything in this Agreement to the contrary, none of the following transactions shall be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer: (i) a change, shift or transfer Transfer of Control that shall be deemed not to be a Change in Control pursuant to the second sentence of the definition thereof; or (ii) the Transfer directly or indirectly of all or any portion of the equity interests in, or assets of, Rainbow Partner to the stockholders of RMH as a class (it being understood that such transfer may include the transfer to different classes of stockholders of RMH of different classes of equity interests reflecting the same relative rights and privileges as the different classes of stock of RMH) or to any group of public equity holders (including, without limitation, a transfer by means of a registered public offering).

Certain Affiliate Transferee Transactions Not Deemed Transfers. (a) Notwithstanding anything in this Agreement to the contrary, a transaction shall not be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer, if the transferee and the transferor are Affiliate Transferees. A transferor and a transferee shall be deemed to be "“Affiliate Transferees" ” if (i) the same Person directly or indirectly owns more than a Minimum Interest in both the transferor and the transferee immediately prior to the transaction in question or (ii) Fox, Twentieth Holdings Corporation or Liberty collectively own all of the direct and indirect interests in the transferor and the transferee immediately prior to the transaction in question. Fox/Liberty Partner hereby agrees to consult in good faith with Rainbow Partner prior to engaging in any transaction which has the effect of reallocating between Fox and Liberty their direct or indirect ownership interests in the Partnership. (b) Notwithstanding anything in this Agreement to the contrary, none of the following transactions shall be deemed to constitute a direct or indirect Transfer of an Interest, a Change in Control or an Indirect Transfer: (i) a change, shift or transfer Transfer of Control that shall be deemed not to be a Change in Control pursuant to the second sentence of the definition thereof; or (ii) the Transfer directly or indirectly of all or any portion of the equity interests in, or assets of, Rainbow Partner to the stockholders members of RMH as a class (it being understood that such transfer may include the transfer to different classes of stockholders members of RMH of different classes of equity interests reflecting the same relative rights and privileges as the different classes of stock membership interests of RMH) or to any group of public equity holders (including, without limitation, a transfer Transfer by means of a registered public offering).