Existing Transfer Restrictions definition

Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

Existing Transfer Restrictions means Transfer Restrictions on the Collateral Shares:

Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange as of the Closing Date, (b) the Reorganization Agreement (excluding the provisions from any amendments, restatements, amendments and restatements, supplements or other modifications to the Reorganization Agreement entered into after the Closing Date either (i) creating additional Transfer Restrictions with respect to LBRDK Shares or (ii) modifying any Transfer Restrictions with respect to LBRDK Shares existing under or arising in connection with the Reorganization Agreement (as in effect on the Closing Date), in each case, that adversely affect the Lenders in any material respect (and, for the avoidance of doubt, any transfer restrictions that exist in the Reorganization Agreement, as in effect on the Closing Date, shall be deemed “Existing Transfer Restrictions”)), (c) the federal securities laws of the United States (as in effect as of the Closing Date) to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144 (as in effect on the Closing Date)) of any Issuer as of the Funding Date and (d) the Securities Act solely as a result of the Initial Pledged Shares being “restricted securities” within the meaning of Rule 144 (as in effect as of the Closing Date), including any “holding period” restrictions under Rule 144(d), as of the Funding Date.

Examples of Existing Transfer Restrictions in a sentence

• As of the Payment Date, such Initial Pledged Items shall include, as Eligible Collateral, at least the Base Amount of shares of Common Stock, free of all Transfer Restrictions (other than any Existing Transfer Restrictions, but with no legends thereon relating to such Existing Transfer Restrictions).

• On and after the Funding Date, Borrower shall not take any action that would impair any Applicable Lender’s security interest in the Collateral Shares or its ability to exercise remedies against such Collateral Shares (including without limitation by imposing any Transfer Restrictions or Restrictive Conditions on the Collateral Shares other than Existing Transfer Restrictions or Existing Restrictive Conditions).

• The Secured Party acknowledges and agrees that as of the date hereof the Collateral Shares are subject to the Existing Transfer Restrictions.

• In addition, Pledgor hereby covenants and agrees, and Securities Intermediary acknowledges, that all securities or other property underlying any financial assets credited to the Accounts shall not bear any restrictive legends or stop transfer instructions whatsoever, including any legend that relates to restriction on the disposition thereof under the Securities Act or that relates to any contractual restrictions on the transfer thereof (other than the Existing Transfer Restrictions).

• At each Time of Delivery, Pledgor will have good and marketable title to the Pledged Items delivered to the Collateral Agent at such Time of Delivery, free of all Liens (other than Permitted Liens) and Transfer Restrictions (other than the Existing Transfer Restrictions).

More Definitions of Existing Transfer Restrictions

Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange, (b) the federal securities laws of the United States to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144) of any Issuer or (c) the Stockholders Agreement (as of the Closing Date except for such amendments that do not adversely affect the Lenders in any material respect) or (d) the Advance/Newhouse Proxy (as of the Closing Date except for such amendments that do not adversely affect the Lenders in any material respect).

Existing Transfer Restrictions means the Transfer Restrictions on the shares of Common Stock or security entitlements in respect thereof pledged hereunder imposed by Rule 144 under the Securities Act as a result of such shares of Common Stock being “control securities” or “restricted securities”, in each case as defined in Rule 144 under the Securities Act.

Existing Transfer Restrictions means transfer restrictions to which the Underlying Equity is subject arising solely from (a) the fact that Borrower is an “affiliate,” within the meaning of Rule 144, of Issuer and/or (b) the fact that the Underlying Equity was acquired from Issuer in a transaction not involving a public offering.

Existing Transfer Restrictions means the Transfer Restrictions on the Shares on account of the fact that Counterparty is an “affiliate” of Issuer within the meaning of Rule 144 (“Rule 144”) under the Securities Act (as defined below) and on account of the fact that the Shares are “restricted securities” within the meaning of Rule 144, with a holding period for purposes of Rule 144(d) that began no later than one year prior to the Trade Date.

Existing Transfer Restrictions means, with respect to the Pledged Shares, (a) any Transfer Restrictions arising under the federal securities laws of the United States solely as a result of (i) such Collateral constituting “restricted securities” (within the meaning of Rule 144) that have a holding period (calculated in accordance with paragraph (d) of Rule 144) commencing on the Closing Date or (ii) Borrower’s status as an Affiliate of the Issuer and (b) the Transfer Restrictions set forth in Sections 3.02 and 3.03 of the Stockholders Agreement and Section 7.4(e) of the Purchase Agreement.

Existing Transfer Restrictions means Transfer Restrictions on the Collateral Shares (i) on account of the fact that Borrower is an “affiliate” of Issuer within the meaning of Rule 144; or (ii) on account of the fact that the Collateral Shares are “restricted securities” within the meaning of Rule 144, with a holding period for purposes of Rule 144(d) with respect to Borrower or Parent that began no later than the Funding Date on which such Collateral Shares were pledged pursuant to the Security Agreement.

Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange, (b) the federal securities laws of the United States to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144) of any Issuer or (c) the Stockholders Agreement (as of the Closing Date except for such amendments that do not adversely affect the Lenders in any material respect) or (d) the Advance/Xxxxxxxx Proxy (as of the Closing Date except for such amendments that do not adversely affect the Lenders in any material respect).