Existing Transfer Restrictions definition

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 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.
Existing Transfer Restrictions means Transfer Restrictions on the Collateral Shares:

Examples of Existing Transfer Restrictions in a sentence

  • No registration, recordation, filing with, or approval from, any governmental body, agency or official, including, without limitation, any Gaming Authority, is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof, except for any such registration, recordation, filing or approval as may be required by virtue of the Existing Transfer Restrictions (as defined in the Pledge Agreement).

  • Dr. Abramovich, the Board’s Psychiatrist attested that he is a renowned expert on Pediatric Bipolar Disorder and well-regarded by his peers, He has worked with the Juvenile Bipolar Research Foundation to design, develop, and implement web-based protocol to enable expert diagnosticians to rate research cases.

  • 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).

  • As claimant did not request an extension until after his settlement for his residence at his new duty station on April 1, 2005, the agency deemed his request untimely and denied reimbursement of expenses.

  • The Securities Intermediary represents and warrants that it currently has no notice of any lien, encumbrance or adverse claim against the Account or any Collateral (other than the security interest of the Secured Party and the security interest of the Securities Intermediary granted herein and the Existing Transfer Restrictions (as defined in the Credit Agreement)) and has not agreed and will not agree to comply with entitlement orders of anyone other than the Secured Party.


More Definitions of Existing Transfer Restrictions

Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) the federal securities laws of the United States arising solely from (i) the fact that the Borrower (or, if applicable, a Lender or the Agent) is an “affiliate” (within the meaning of Rule 144) of the Issuer (and, after a Spin-Off Event, Spinco) or (ii) any lien routinely imposed on all securities by the Exchange, (b) the Original Stockholders Agreement or (c) the Original Voting Agreement.
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 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 the Transfer Restrictions, if any, on the Securities (or security entitlements in respect thereof) pledged or to be pledged hereunder as described in the Confirmation evidencing the related Option or in the Representation Letter or any other written representation that has been acknowledged by the Options Office.
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 (I) solely with respect to Shares (including, for the avoidance of doubt, Collateral Shares) in the hands of the Borrower and not with respect to any Shares in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation, the Transfer Restrictions on such Shares expressly set forth in (i) the THL Voting Agreement or (ii) the Registration Rights Agreement and (II) legal restrictions on the Shares under the federal securities laws of the United States arising solely as a result of (x) being deemedrestricted securities” (within the meaning of Rule 144(a)(3)(i) under the Securities Act) due to the Shares being issued on or before April 30, 2018 in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, with a “holding period” (within the meaning of Rule 144(d) under the Securities Act) in the hands of the Borrower and in the hands of any Applicable Lender exercising its remedies under the Margin Loan Documentation that commenced on such date or, solely with respect to the Collateral Shares in the hands of an Applicable Lender and solely (A) at any time during which the Guarantee Agreement will not be enforced pursuant to the proviso to Section 1.08 of the Guarantee Agreement or (B) after the Guarantee Termination Date, the Closing Date or (y) Borrower’s status as an “affiliate” (within the meaning of Rule 144) of the Issuer (it being understood that this clause (y) does not constitute a representation as to such status).
Existing Transfer Restrictions means, with respect to any Shares pledged as Collateral hereunder, none. “Extraordinary Cash Dividend” has the meaning provided in the Confirmation.