Transfers to Non-U.S. Persons Sample Clauses

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S: (i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Issuer may reasonably request; and (ii) (a) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as the case may be, to be transferred or cancel the Physical Notes to be transferred, and (b) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Rule 144A Global Note, the IAI Global Note or the Physical Notes, as the case may be, to be transferred.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and, (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and (b) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Depositary; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver one or more Physical Notes of like amount.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Security or an Additional Security to any Non-U.S. Person: (a) the Registrar shall register the transfer of any Initial Security or any Additional Security, whether or not such Security bears the Restricted Securities Legend, if the proposed transferor has delivered to the Registrar a certificate substantially in the form of Exhibit 2 to this Appendix; (b) if the proposed transferee is a participant in DTC and the Securities to be transferred consist of definitive Securities which after transfer are to be evidenced by an interest in a Regulation S Global Security upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of definitive Securities to be transferred, and the Trustee and/or the Registrar shall cancel the definitive Securities so transferred or decrease the principal amount of such definitive Security, as the case may be; (c) if the proposed transferor is a participant in DTC seeking to transfer an interest in a Global Security, upon receipt by the Registrar of (i) written instructions given in accordance with DTC’s and the Registrar’s procedures and (ii) the certificate required by Section 2.4(1)(a), together with any required legal opinions and certifications, the Registrar shall register the transfer and reflect on its books and records the date and (i) a decrease in the principal amount of the Global Security from which such interests are to be transferred in an amount equal to the principal amount of the Securities to be transferred and (ii) an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Global Security to be transferred.

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to registration of transfers of a Note (or interest in a Global Note), other than an Unrestricted Global Note or interest therein, to a Non-U.S. Person: (i) The Registrar shall register the transfer of any Certificated Note containing the Securities Act Legend to a Non-U.S. Person upon receipt by the Registrar from the transferor of a transfer notice provided for on the form of Note or in substantially the form of Exhibit B. (ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Note, upon receipt by the Registrar of (x) in the case of transfers during the Restricted Period, a certificate by the transferor in substantially the form of Exhibit D and in the case of transfers upon and following the expiration of the Restricted Period, a certificate by the transferor in substantially the form of Exhibit D and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferred, and shall increase the Regulation S Global Note in a like amount. (iii) If the proposed transferor is a holder of a Certificated Note and the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents required by Section 2.08(c)(i) above and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Certificated Note to be transferred, and the Paying and Transfer Agent shall cancel the Certificated Note so transferred. (iv) Subject to the rules and procedures of the Depositary, (x) during the Restricted Period, an interest in the Regulation S Global Note shall be required to be held on behalf of a Non-U.S. Person transferee only through Euroclear or Clearstream and (y) upon and following the expiration of the Restricted Period, transfers of interests in the Regulation S Global Note shall not be so restricted, although interests therein shall be required to be held through Agent Members.

Transfers to Non-U.S. Persons. (A) If a Holder of a ----------------------------- beneficial interest in the Initial Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Initial Global Note to a Non-U.S. Person pursuant to Regulation S who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, at its Corporate National Trust Office of (I) instructions from the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the beneficial interest in the Initial Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Initial Certificated Notes to be so issued and appropriate delivery instructions, (II) a certificate in the form of Exhibit H attached hereto from the transferor, (III) a certificate in the form of Exhibit I attached hereto from the transferee and (IV) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, will instruct the Depositary to reduce or cause to be reduced such Initial Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Initial Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount in accordance with the instructions referred to above; and (B) if a Holder of an Initial Certificated Note wishes to transfer such Note to a Non-U.S. Person pursuant to Regulation S who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the restrictions on transfe...

Transfers to Non-U.S. Persons. The following provisions shall ------------------------------ apply with respect to the registration of any proposed transfer of a Security to any non-U.S. person: (1) The Security Registrar shall register the transfer of any Security if (x) the requested transfer is not prior to that date which is two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or three months after the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating, or who has otherwise advised the Company and the Security Registrar in writing, that the transfer has been made outside the U.S. in an offshore transaction within the meaning of Regulation S in compliance with the exemption from registration under the Securities Act provided by Rule 904 under the Securities Act, provided that, if -------- such transfer is being effected by an Initial Foreign Purchaser or any foreign purchaser who has purchased Securities from an Initial Foreign Purchaser or from any person other than a QIB or an Institutional Accredited Investor pursuant to this paragraph (b) prior to the date that is 40 days following the Issue Date, the transferee shall have certified to the Company and the Trustee that such transferee is a non- U.S. person (within the meaning of Regulation S) and that such transferee is acquiring the Securities in an offshore transaction (within the meaning of Regulation S). (2) Subject to paragraph (1) above, if (i) the proposed transferee is an Agent Member, and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Regulation S Global Security, upon receipt by the Security Registrar of instructions given in accordance with the Depository's, the Common Depositary's (or Euroclear's and Clearstream's, as the case may be) and the Security Registrar's procedures, the Security Registrar shall reflect on the Security Register the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of the Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred, ...

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non U.S. Person: the Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,

Transfers to Non-U.S. Persons. A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer and taking into account the actions that the Company commits to take pursuant to Section 5 of the Charter, the percentage ownership of equity interests of the Company owned directly or indirectly by non-U.S. Persons (other than the Televisa Investors) for purposes of the Federal Communications Laws would exceed the Non-Televisa FO Equity Cap then in effect (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a Non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would result in the Non-Televisa FO Equity Cap then in effect being exceeded (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into accou...

Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:

Transfers to Non-U.S. Persons. A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer, the percentage ownership of voting interests and/or equity interests of the Company owned directly or indirectly by non-U.S. Persons for purposes of the Federal Communications Laws would increase as a result of such Transfer (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would, directly or indirectly, increase the aggregate foreign ownership attributable to the Company under the Federal Communications Laws (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that the Company may comply with any obligation with res...