Common use of Transferees Clause in Contracts

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.

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.

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.

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.

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 then-applicable obligations of BNP under this Agreement as if such Permitted Transferee, Permitted Designee Transferee were BNP; provided that in the case of a Transfer by BNP or one or more of its Affiliates of less than all of the Equity Securities Beneficially Owned by BNP and its Affiliates to a Qualified Transferee or Qualified Distribution Pledgee, the Permitted Ownership Percentage applicable to each such Qualified Transferee were Liberty (in and its Affiliates and each such Qualified Pledgee and its Affiliates shall be equal to the event Ownership Percentage of a Distribution Transactionsuch Qualified Transferee and its Affiliates or such Qualified Pledgee and its Affiliates, 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)respectively, immediately following such Transfer, subject to adjustment as provided herein. Prior to the initial acquisition of beneficial ownership Beneficial Ownership of any Common Shares Equity Securities by a Qualified Distribution Transferee or any Permitted Transferee (or a Permitted Designee)Transferee, and as a condition thereto, the applicable Stockholder BNP agrees (i) to cause the Qualified Distribution such Permitted 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 Company to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence Section 3.2(c) 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 AgreementSection 3.4. 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 BNP agrees not to cause or permit any of its respective Permitted Transferees who are Affiliates of BNP to cease to qualify as a member an Affiliate of such Stockholder’s Stockholder Group BNP so long as such Permitted Transferee beneficially owns Transferees Beneficially Own any shares of Class B Company 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 Agreement, and (ii) each Stockholder agrees not to Transfer any BNP shall immediately cause all Company Common Shares Beneficially Owned by such entity to any Affiliate other than a be Transferred to BNP or another Permitted Transferee of such Stockholder.Transferee. ARTICLE IV

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.

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.

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.

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.

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.

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.

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.

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.