Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder. (b) No Third Party Transferee shall have any rights or obligations under this Agreement, except: (i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and (ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder. (c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
Appears in 5 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Expedia, Inc.), Stockholders Agreement (Diller Barry)
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee were Universal (if Universal or Qualified Distribution a Permitted Transferee were of Universal is the transferor), Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Diller (if Xxxxxx Diller or a Permitted Transferee of Xxxxxx Diller is the transferortransfexxx). Prior to the xx xxe initial acquisition of beneficial benefxxxxx ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx Universal, Diller and Liberty agrees not to cause or permit any of its respective Permitted respectixx Xxxmitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder 's Stockholders Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.43.5, as applicable, this Section 4.5 4.7 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and;
(ii) in the case of a Third Party Transferee of Xxxxxx Universal (or any member of the Xxxxxx Vivendi Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx Universal (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a), Section 3.1(b)(ii), Section 3.1(c), Section 3.2, Section 3.5, as applicable, this Section 4.7 and Article VI; PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(iii) in the case of a Third Party Transferee of Diller (or any member of the Diller Stockholder Group) who (togxxxxx with its Affiliates) upon xxxsummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Diller (but subject to the other terms and conditions of this Axxxxxxnt) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.43.5, as applicable, this Section 4.5 4.7 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b4.7(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b4.7(b). To the extent the Third Party Transferee is not an “ultimate parent entity” "ULTIMATE PARENT ENTITY" (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Universal or Liberty would be liable for the performance of its their respective Permitted Transferees.
Appears in 3 contracts
Samples: Stockholders Agreement (Usa Networks Inc), Stockholders Agreement (Usa Networks Inc), Stockholders Agreement (Vivendi Universal)
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
Appears in 1 contract
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty SPE (in the event of a Distribution Transaction, or if Liberty case SPE or a Permitted Transferee of Liberty SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or Xxxxxx a member of the Claridge Group (if Xxxxxx in the case a member of the Claridge Group or a Permitted Transferee of Xxxxxx thereof is the transferor). Prior to the initial acquisition of beneficial ownership of any Voting Shares or Non-Voting Common Shares Stock by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee)Transferee, and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except ; provided, however, that, unless the Trust elects otherwise, the foregoing shall not be applicable to any Permitted Transferee described in clause (iii)(b) of the definition thereof or any spouse of any such Permitted Transferee so long as otherwise contemplated by this Agreement such Person has not purchased Voting Shares for aggregate consideration (including excluding brokerage commissions) exceeding $20,000 (measured at the terms time of Section 4.2the applicable acquisition) and that such Voting Shares have been acquired solely in open market purchases; provided, Section 4.3 and Section 4.4 and pursuant further, that the Trust shall not permit all Persons described in the preceding proviso who the Trust has not elected to a Distribution Transaction), be subject to clause (i) each and (ii) above to so acquire Voting Shares for aggregate consideration (excluding brokerage commissions) exceeding $100,000 (measured at the time of Xxxxxx the applicable acquisition). Each of SPE and Liberty USI agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of be directly or indirectly wholly-owned by such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Voting Shares or Non-Voting Common Stock, and if any such Permitted Transferee shall cease to be so qualifiedwholly-owned, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Agreement. Each Stockholder agrees not to Transfer any Voting Shares or Non-Voting Common Shares Stock to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a if such Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholderbeneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer or if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from members of the Claridge Group and Permitted Transferees thereof, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) Article I, Article II (but shall not have the right to consent to designate any Contingent MattersDirectors pursuant thereto, except in the circumstances described in clauses (ii) or (iii) below), Section 3.1(b)4.4 (but only with respect to the rights and obligations of a "Transferring Party" thereunder, Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject not have the right to purchase Voting Shares pursuant thereto or any other rights of an "Other Stockholder" thereunder), this Section 4.5, Section 4.6 and Articles VI and VIII as if such obligations for so long as it would not be Third Party Transferee were SPE (in the case SPE or a Public Stockholder; andPermitted Transferee of SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or a member of the Claridge Group (in the case a member of the Claridge Group or a Permitted Transferee thereof is the transferor);
(ii) in the case of a if such Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) would beneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer would not be a Public Stockholderfrom SPE or USI or any of their respective Permitted Transferees, and if such Third Party Transferee shall have acquired from SPE or USI (or such Permitted Transferees) all Voting Shares then beneficially owned by such Stockholder and its Permitted Transferees, such Third Party Transferee shall be subject have the right to designate Directors pursuant to Article II if the obligations applicable transferor elects to assign such right to such Third Party Transferee.
(iii) if in a Transfer or series of Xxxxxx related Transfers from any member of the Claridge Group and Permitted Transferees thereof to any Third Party Transferee, such Third Party Transferee (but subject together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares constituting more than 50% of the Initial Interest of the Claridge Group, such Third Party Transferee shall have the right to the other terms and conditions of this Agreement) designate Directors pursuant to Section 3.1(a2.1(b)(i) if (but x) the applicable transferor elects to assign such right to such Third Party Transferee (which in the event of the grant of an option upon Voting Shares, may be assigned either upon the grant or the exercise thereof) and (y) SPE and USI shall have given their prior written consent to the assignment of such right to the Third Party Transferee (which consent shall not be unreasonably withheld), provided that (i) upon any such Transfer or series of related Transfers the Claridge Group shall cease to have a right to elect Directors pursuant to Section 2.1 in the event that such right is transferred in accordance with the provisions of this subsection 4.5(b)(iii) and (ii) such Third Party Transferee shall not have the right to consent assign such right to any Contingent MattersPerson (other than a Permitted Transferee thereof); and
(iv) if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from a Stockholder and/or its Permitted Transferees, Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject have the right to initiate Demand Registrations pursuant to Section 5.1 and the other rights and obligations of a Holder pursuant to Article V to the extent the transferor to such Third Party Transferee assigns, in whole or in part, any such rights and obligations for so long as it would not to such Third Party Transferee (provided that no rights of a Holder under Article V shall be assigned unless the obligations of a Public StockholderHolder thereunder are also assigned).
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “"ultimate parent entity” " (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty USI or SPE would be liable for the performance of its their respective Permitted Transferees.
Appears in 1 contract
Samples: Stockholders Agreement (Bronfman Charles Rosner Discretionary Trust)
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee were Universal (if Universal or Qualified Distribution a Permitted Transferee were of Universal is the transferor), Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Dillxx (if Xxxxxx or xx Dillxx xx a Permitted Transferee of Xxxxxx is Dillxx xx the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and 43 40 Universal, Dillxx xxx Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder 's Stockholders Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public StockholderStockholder if at such time Universal proposed a Permitted Business Combination (provided that for purposes of this clause, the percentage referred to in the definition of Public Stockholder shall be 15% in lieu of 10%), such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Article II (but only for 18 months following the acquisition of such shares), Section 3.1(a3.2 (but only for 18 months following the acquisition of such shares), Section 3.3(a) (but shall not have the right to consent to any Contingent MattersFundamental Changes), the first sentence of Section 3.3(b), Section 3.1(b3.3(c), Section 3.1(c)3.7, Section 3.2, Section 3.4as applicable, this Section 4.5 4.12 and Article VI; provided that notwithstanding any time periods set forth above, such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; andStockholder determined in the manner set forth above;
(ii) in the case of a Third Party Transferee of Xxxxxx Universal (or any member of the Xxxxxx Universal Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public StockholderStockholder if at such time Universal proposed a Permitted Business Combination (provided that for purposes of this clause, the percentage referred to in the definition of Public Stockholder shall be 15% in lieu of 10%), such Third Party Transferee shall be subject to the obligations of Xxxxxx Universal (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a3.3(a) (but shall not have the right to consent to any Contingent MattersFundamental Changes), Section 3.1(b3.3(c), Section 3.1(c3.4 (but only for 18 months following the acquisition of such shares), Section 3.43.7, Section 4.4 (to the extent provided in Section 4.4(f), this Section 4.5 4.12 and Article VI; provided that notwithstanding any time periods set forth above, such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public StockholderStockholder determined in the manner set forth above; and
(iii) in the case of a Third Party Transferee of Dillxx (xx any member of the Dillxx Xxxckholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder if at such 44 41 time Universal proposed a Permitted Business Combination (provided that for purposes of this clause, the percentage referred to in the definition of Public Stockholder shall be 15% in lieu of 10%), such Third Party Transferee shall be subject to the obligations of Dillxx (xxt subject to the other terms and conditions of this Agreement) pursuant to Section 3.3(a) (but shall not have the right to consent to any Fundamental Changes), the first sentence of Section 3.3(b), Section 3.3(c), Section 3.7, this Section 4.12 and Article VI and the obligations under Article II as if Dillxx xxx the obligations of Liberty under such Article (but only for 18 months following the acquisition of such shares) and the obligations under Section 3.2 as if Dillxx xxx the obligations of Liberty under such Section (but only for 18 months following the acquisition of such shares); provided that notwithstanding any time periods set forth above, such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder determined in the manner set forth above.
(c) Prior to the consummation of a Transfer described in Section 4.5(b4.12(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b4.12(b). To the extent the Third Party Transferee is not an “"ultimate parent entity” " (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Universal or Liberty would be liable for the performance of its their respective Permitted Transferees.
Appears in 1 contract
Samples: Stockholders Agreement (Tele Communications Inc /Co/)
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Holder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor)Holder under this Agreement. Prior to the initial acquisition of beneficial ownership of any Common Shares Voting Securities by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee)and, and as a condition thereto, the applicable Stockholder agrees each Holder shall (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees Transferee to agree in writing with the other parties hereto Parent to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for its own performance and the performance by of its respective Permitted Transferees or Permitted Designees Transferee of all obligations of it and such Permitted Transferees or Permitted Designees Transferee under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and Liberty agrees not to No Holder shall cause or permit any of its respective Permitted Transferees (other than any Permitted Transferee that is a natural person, that is described in clause (iv) of the definition of “Permitted Transferee” or that is a trust described in clause (v) of the definition of “Permitted Transferee”) to cease to qualify be an Affiliate of such Holder (other than as a member result of a liquidation, dissolution or other termination of such Stockholder’s Stockholder Group Holder or such Permitted Transferee), so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, Voting Securities and if any this Agreement remains in effect. If such Permitted Transferee shall cease to be so qualifiedan Affiliate of such Holder, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” Transferee for any purpose under this Agreement and (ii) each Stockholder agrees Agreement; provided that this sentence shall not to Transfer any Common Shares apply to any Affiliate other than Permitted Transferee of any Holder that is a Permitted Transferee of such StockholderHolder described in clause (iii) of the definition of “Permitted Transferee.” Notwithstanding the foregoing provisions of this Section 2.3, any Permitted Transferee of Voting Securities or Voting Security Equivalents of a Holder shall not be subject to the provisions of this Agreement to the extent that the Transfer to such Permitted Transferee is in connection with a Distribution In Kind, unless such Holder elects to cause such Permitted Transferee to become bound by the provisions of this Agreement; provided that, in each case, such Transfer is otherwise in compliance with this Agreement.
(b) No Third Party Transferee transferee of Voting Securities or Voting Security Equivalents of a Holder shall have any rights or obligations under this Agreement, except:
(i) in the case of other than a Third Party Permitted Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) Holder to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described provided in Section 4.5(b2.3(a). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
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Transferees. Schedule 1.4 sets forth which of the Real Property, Personal Property, Leases, Permits and Licenses, Service Contracts, Office Leases, Intangible Property, Books and Records, Trademarks, Acquisition Contracts and Management Contracts will be transferred to Avalon or the Avalon OP, on the one hand, and AMLI or the AMLI OP, on the other hand. For purposes of this Agreement, all references to "Transferee" and, where the context requires, "Company" or "Operating Partnership," shall be deemed to refer to the entity identified on Schedule 1.4 as the transferee of the Property or Owner Interests to be transferred to such entity. The obligations and liabilities of AMLI and the AMLI OP (athe "AMLI PARTIES") Any Permitted to the TCR Group hereunder shall be joint and several and the obligations and liabilities of Avalon and Avalon OP (the "AVALON PARTIES") to the TCR Group hereunder shall be joint and several. Notwithstanding that the AMLI Parties and the Avalon Parties are collectively referred to herein as Transferee, except as provided in the next succeeding sentence, the obligations and liabilities of the AMLI Parties on the one hand and of the Avalon Parties on the other hand shall be several, such obligations and liabilities shall run to the Contributors of the Properties or Owner Interests allocated to the Avalon Parties and AMLI Parties as identified on Schedule 1.4, and, under no circumstances, other than as provided in the next succeeding sentence, shall the AMLI Parties or the Avalon Parties be liable to the TCR Group with respect to the breach of or inaccuracy in any representation or warranty or any other obligation that relates to such other parties. Notwithstanding the foregoing, while the respective rights and obligations of each entity which is a Transferee with respect to a transfer of the Property or Permitted Designee of a StockholderOwner Interests allocated to such party on Schedule 1.4 are several, in the event that Avalon and the Avalon OP, on the one hand, or any Qualified Distribution Transferee AMLI and the AMLI OP, on the other hand (such parties being referred to herein as "DEFAULTING PARTIES"), default in the performance of their respective obligations to complete the acquisition of the Property or Owner Interests allocated to such Defaulting Parties on Schedule 1.4 hereof other than the Delayed Closing Property (as hereinafter defined) and a Distribution TransactionDevelopment Property (as hereinafter defined), shall be the other parties (hereinafter referred to as the "NON-DEFAULTING PARTIES") shall, subject to the terms and conditions cure periods specified in Section 18.2 hereof, be required to cure such default by the Defaulting Party by assuming the obligations of this Agreement as if the Defaulting Party to complete the acquisition of such Permitted Transferee, Permitted Designee Property or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferorOwner Interest(s) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior allocated to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), Defaulting Party as and as a condition thereto, the applicable Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in contemplated by this Agreement, failing which the preceding sentence Avalon Parties and (ii) that (other than in the event of a Distribution Transaction) such Stockholder AMLI Parties shall remain directly be jointly and severally liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of liquidated damages if applicable under Section 18.2(a) hereof. Upon such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement assumption (including which will be confirmed in writing to the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution TransactionContributors), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee Non-Defaulting Parties shall be subject to substituted mutadis-mutandis, for the obligations of Liberty (but subject to the other terms and conditions Defaulting Party for all purposes of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
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Samples: Contribution and Exchange Agreement (Avalon Properties Inc)
Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Diller (if Xxxxxx Diller or a Permitted Transferee of Xxxxxx Diller is the transferortransfexxx). Prior to the xx xxe initial acquisition of beneficial benefxxxxx ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx Diller and Liberty agrees not to cause or permit any of its respective Permitted respectixx Xxxmitted Transferees to cease to qualify as a member of such Stockholder’s 's Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” "PERMITTED TRANSFEREE" for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.Section
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Diller (if Xxxxxx Diller or a Permitted Transferee of Xxxxxx Diller is the transferor). Prior Xxxor to the initial xxx xnitial acquisition of beneficial ownership beneficixx xxxership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx Diller and Liberty agrees not to cause or permit any of its respective Permitted Xxxxxxted Transferees to cease to qualify as a member of such Stockholder’s 's Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” "PERMITTED TRANSFEREE" for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.Section
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty SPE (in the event of a Distribution Transaction, or if Liberty case SPE or a Permitted Transferee of Liberty SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or Xxxxxx a member of the Claridge Group (if Xxxxxx in the case a member of the Claridge Group or a Permitted Transferee of Xxxxxx thereof is the transferor). Prior to the initial acquisition of beneficial ownership of any Voting Shares or Non- Voting Common Shares Stock by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee)Transferee, and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except ; provided, however, that, unless the Trust elects otherwise, the foregoing shall not be applicable to any Permitted Transferee described in clause (iii)(b) of the definition thereof or any spouse of any such Permitted Transferee so long as otherwise contemplated by this Agreement such Person has not purchased Voting Shares for aggregate consideration (including excluding brokerage commissions) exceeding $20,000 (measured at the terms time of Section 4.2the applicable acquisition) and that such Voting Shares have been acquired solely in open market purchases; provided, Section 4.3 and Section 4.4 and pursuant further, that the Trust shall not permit all Persons described in the preceding proviso who the Trust has not elected to a Distribution Transaction), be subject to clause (i) each and (ii) above to so acquire Voting Shares for aggregate consideration (excluding brokerage commissions) exceeding $100,000 (measured at the time of Xxxxxx the applicable acquisition). Each of SPE and Liberty USI agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of be directly or indirectly wholly-owned by such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Voting Shares or Non-Voting Common Stock, and if any such Permitted Transferee shall cease to be so qualifiedwholly-owned, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Agreement. Each Stockholder agrees not to Transfer any Voting Shares or Non- Voting Common Shares Stock to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a if such Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholderbeneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer or if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from members of the Claridge Group and Permitted Transferees thereof, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) Article I, Article II (but shall not have the right to consent to designate any Contingent MattersDirectors pursuant thereto, except in the circumstances described in clauses (ii) or (iii) below), Section 3.1(b)4.4 (but only with respect to the rights and obligations of a "Transferring Party" thereunder, Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject not have the right to purchase Voting Shares pursuant thereto or any other rights of an "Other Stockholder" thereunder), this Section 4.5, Section 4.6 and Articles VI and VIII as if such obligations for so long as it would not be Third Party Transferee were SPE (in the case SPE or a Public Stockholder; andPermitted Transferee of SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or a member of the Claridge Group (in the case a member of the Claridge Group or a Permitted Transferee thereof is the transferor);
(ii) in the case of a if such Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) would beneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer would not be a Public Stockholderfrom SPE or USI or any of their respective Permitted Transferees, and if such Third Party Transferee shall have acquired from SPE or USI (or such Permitted Transferees) all Voting Shares then beneficially owned by such Stockholder and its Permitted Transferees, such Third Party Transferee shall be subject have the right to designate Directors pursuant to Article II if the obligations applicable transferor elects to assign such right to such Third Party Transferee;
(iii) if in a Transfer or series of Xxxxxx related Transfers from any member of the Claridge Group and Permitted Transferees thereof to any Third Party Transferee, such Third Party Transferee (but subject together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares constituting more than 50% of the Initial Interest of the Claridge Group, such Third Party Transferee shall have the right to the other terms and conditions of this Agreement) designate Directors pursuant to Section 3.1(a2.1(b)(i) if (but x) the applicable transferor elects to assign such right to such Third Party Transferee (which in the event of the grant of an option upon Voting Shares, may be assigned either upon the grant or the exercise thereof) and (y) SPE and USI shall have given their prior written consent to the assignment of such right to the Third Party Transferee (which consent shall not be unreasonably withheld), provided that (i) upon any such Transfer or series of related Transfers the Claridge Group shall cease to have a right to elect Directors pursuant to Section 2.1 in the event that such right is transferred in accordance with the provisions of this subsection 4.5(b)(iii) and (ii) such Third Party Transferee shall not have the right to consent assign such right to any Contingent MattersPerson (other than a Permitted Transferee thereof); and
(iv) if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from a Stockholder and/or its Permitted Transferees, Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject have the right to initiate Demand Registrations pursuant to Section 5.1 and the other rights and obligations of a Holder pursuant to Article V to the extent the transferor to such Third Party Transferee assigns, in whole or in part, any such rights and obligations for so long as it would not to such Third Party Transferee (provided that no rights of a Holder under Article V shall be assigned unless the obligations of a Public StockholderHolder thereunder are also assigned).
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “"ultimate parent entity” " (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty USI or SPE would be liable for the performance of its their respective Permitted Transferees.
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Diller (if Xxxxxx Diller or a Permitted Transferee of Xxxxxx Diller is the transferortransferxx). Prior to the Xrior xx xxx initial acquisition of beneficial ownership benefixxxx xwnership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx Diller and Liberty agrees not to cause or permit any of its respective Permitted respectivx Xxxxitted Transferees to cease to qualify as a member of such Stockholder’s 's Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx Diller (or any member of the Xxxxxx Diller Stockholder Group) who (together togxxxxx with its Affiliates) upon consummation xxxsummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx Diller (but subject to the other terms and conditions of this AgreementAxxxxxxnt) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” "ULTIMATE PARENT ENTITY" (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty SPE (in the event of a Distribution Transaction, or if Liberty case SPE or a Permitted Transferee of Liberty SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or Xxxxxx a member of the Claridge Group (if Xxxxxx in the case a member of the Claridge Group or a Permitted Transferee of Xxxxxx thereof is the transferor). Prior to the initial acquisition of beneficial ownership of any Voting Shares or Non-Voting Common Shares Stock by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee)Transferee, and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except ; provided, however, that, unless the Trust elects otherwise, the foregoing shall not be applicable to any Permitted Transferee described in clause (iii)(b) of the definition thereof or any spouse of any such Permitted Transferee so long as otherwise contemplated by this Agreement such Person has not purchased Voting Shares for aggregate consideration (including excluding brokerage commissions) exceeding $20,000 (measured at the terms time of Section 4.2the applicable acquisition) and that such Voting Shares have been acquired solely in open market purchases; provided, Section 4.3 and Section 4.4 and pursuant further, that the Trust shall not permit all Persons described in the preceding proviso who the Trust has not elected to a Distribution Transaction), be subject to clause (i) each and (ii) above to so acquire Voting Shares for aggregate consideration (excluding brokerage commissions) exceeding 40 36 $100,000 (measured at the time of Xxxxxx the applicable acquisition). Each of SPE and Liberty USI agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of be directly or indirectly wholly-owned by such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Voting Shares or Non-Voting Common Stock, and if any such Permitted Transferee shall cease to be so qualifiedwholly-owned, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Agreement. Each Stockholder agrees not to Transfer any Voting Shares or Non-Voting Common Shares Stock to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a if such Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholderbeneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer or if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from members of the Claridge Group and Permitted Transferees thereof, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) Article I, Article II (but shall not have the right to consent to designate any Contingent MattersDirectors pursuant thereto, except in the circumstances described in clauses (ii) or (iii) below), Section 3.1(b)4.4 (but only with respect to the rights and obligations of a "Transferring Party" thereunder, Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject not have the right to purchase Voting Shares pursuant thereto or any other rights of an "Other Stockholder" thereunder), this Section 4.5, Section 4.6 and Articles VI and VIII as if such obligations for so long as it would not be Third Party Transferee were SPE (in the case SPE or a Public Stockholder; andPermitted Transferee of SPE is the transferor), USI (in the case USI or a Permitted Transferee of USI is the transferor) or a member of the Claridge Group (in the case a member of the Claridge Group or a Permitted Transferee thereof is the transferor);
(ii) in the case of a if such Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) would beneficially own more than 10% of the outstanding Voting Shares upon consummation of any Transfer would not be a Public Stockholderfrom SPE or USI or any of their respective Permitted Transferees, and if such Third Party Transferee shall have acquired from SPE or USI (or such Permitted Transferees) all Voting Shares then beneficially owned by such Stockholder and its Permitted Transferees, such Third Party Transferee shall be subject have the right to designate Directors pursuant to Article II if the obligations applicable transferor elects to assign such right to such Third Party Transferee;
(iii) if in a Transfer or series of Xxxxxx related Transfers from any member of the Claridge Group and Permitted Transferees thereof to any Third Party Transferee, such Third Party Transferee (but subject together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting 41 37 Shares constituting more than 50% of the Initial Interest of the Claridge Group, such Third Party Transferee shall have the right to the other terms and conditions of this Agreement) designate Directors pursuant to Section 3.1(a2.1(b)(i) if (but x) the applicable transferor elects to assign such right to such Third Party Transferee (which in the event of the grant of an option upon Voting Shares, may be assigned either upon the grant or the exercise thereof) and (y) SPE and USI shall have given their prior written consent to the assignment of such right to the Third Party Transferee (which consent shall not be unreasonably withheld), provided that (i) upon any such Transfer or series of related Transfers the Claridge Group shall cease to have a right to elect Directors pursuant to Section 2.1 in the event that such right is transferred in accordance with the provisions of this subsection 4.5(b)(iii) and (ii) such Third Party Transferee shall not have the right to consent assign such right to any Contingent MattersPerson (other than a Permitted Transferee thereof); and
(iv) if such Third Party Transferee (together with its Affiliates) shall acquire beneficial ownership of more than 3.5% of the outstanding Voting Shares in any Transfer or series of related Transfers from a Stockholder and/or its Permitted Transferees, Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject have the right to initiate Demand Registrations pursuant to Section 5.1 and the other rights and obligations of a Holder pursuant to Article V to the extent the transferor to such Third Party Transferee assigns, in whole or in part, any such rights and obligations for so long as it would not to such Third Party Transferee (provided that no rights of a Holder under Article V shall be assigned unless the obligations of a Public StockholderHolder thereunder are also assigned).
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “"ultimate parent entity” " (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty USI or SPE would be liable for the performance of its their respective Permitted Transferees.
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.Section
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx (if Xxxxxx or a Permitted Transferee of Xxxxxx is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable Stockholder agrees applicable
(i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction), (i) each of Xxxxxx and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder’s Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common Stock, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “Permitted Transferee” for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx (or any member of the Xxxxxx Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
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Transferees. (a) Any Permitted Transferee or Permitted Designee of a Stockholder, or any Qualified Distribution Transferee in a Distribution Transaction, Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee, Transferee or Permitted Designee or Qualified Distribution Transferee were Liberty (in the event of a Distribution Transaction, or if Liberty or a Permitted Transferee of Liberty is the transferor) or Xxxxxx Diller (if Xxxxxx Diller or a Permitted Transferee of Xxxxxx Diller is the transferortransferox). Prior to the Xxior tx xxx initial acquisition of beneficial ownership beneficxxx xxnership of any Common Shares by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee), and as a condition thereto, the applicable each Stockholder agrees (i) to cause the Qualified Distribution Transferee (in the event of a Distribution Transaction) or to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) that (other than in the event of a Distribution Transaction) such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (including the terms of Section Sections 4.2, Section 4.3 and Section 4.4 and pursuant to a Distribution Transaction4.4), (i) each of Xxxxxx Diller and Liberty agrees not to cause or permit any of its respective Permitted Xxxxxtted Transferees to cease to qualify as a member of such Stockholder’s 's Stockholder Group so long as such Permitted Transferee beneficially owns any shares of Class B Common StockShares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a “"Permitted Transferee” " for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder.
(b) No Third Party Transferee shall have any rights or obligations under this Agreement, except:
(i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.4, this Section 4.5 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and
(ii) in the case of a Third Party Transferee of Xxxxxx Diller (or any member of the Xxxxxx Diller Stockholder Group) who (together with togexxxx xith its Affiliates) upon consummation xxxxummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Xxxxxx Diller (but subject to the other terms and conditions of this AgreementAgxxxxxxt) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.4, this Section 4.5 and Article VI; provided PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder.
(c) Prior to the consummation of a Transfer described in Section 4.5(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.5(b). To the extent the Third Party Transferee is not an “ultimate parent entity” "ULTIMATE PARENT ENTITY" (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Liberty would be liable for the performance of its Permitted Transferees.
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