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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 05/26/2016|
Shares (as applicable) so rejected or deemed to have been rejected, together with any additional Pledged Covered Securities that the Borrower or a Secured Party may Transfer or need to Transfer (regardless of whether the applicable ROFR Notice was issued by the Borrower or a POA Secured Party) to satisfy the Borrowers obligations then-owing to such Secured Party or other Secured Party in connection with the Loan Payment Event addressed by the applicable ROFR Notice (a Rejection Waiver and, collectively with an Election Waiver, a Liberty Waiver); (iii) if at any time Liberty has previously failed to purchase Liberty Elected Shares (as defined below) (a Liberty Purchase Failure), neither the Borrower nor a POA Secured Party (on behalf of Borrower) nor any other Secured Party shall be under any obligation to deliver a ROFR Notice with respect to any number of Pledged Covered Securities, prior to Transferring any such Pledged Covered Securities on the market or otherwise to satisfy (in whole or in part) the Borrowers obligations in connection with any Loan Payment Event and (iv) if at any time (a) the Borrower, LIC, Liberty or LIC LLC (b) any Affiliates of the Borrower, LIC, Liberty or LIC LLC Controlled by the Borrower, LIC, Liberty and/or LIC LLC, and/or (c) any other Affiliates of the Borrower, LIC, Liberty or LIC LLC with standing, contests through any legal proceeding the validity or enforceability of any provision of any ROFR Power of Attorney or purports to revoke, terminate or rescind any provision of any ROFR Power of Attorney, neither a POA Secured Party nor any other Secured Party shall be under any obligation to deliver a ROFR Notice with respect to any number of Pledged Covered Securities, prior to Transferring, after the occurrence and during the continuance of an event of default under the Loan Documents, any such Pledged Covered Securities on the market or otherwise to satisfy (in whole or in part) the Borrowers obligations in connection with any Loan Payment Event.
(c) Section 3(b)(ii) of the ROFR Agreement shall be amended and restated in its entirety to read as follows, but such amendment and restatement shall only apply and extend to proposed Transfers of Covered Securities being made in connection with or pursuant to a Loan Payment Event:
No later than the applicable Acceptance Deadline, Liberty may agree, by written notice to the Borrower (or if such notice was delivered by a POA Secured Party on behalf of the Borrower, to such POA Secured Party) (the Liberty Notice), to acquire the number of Subject Shares offered under such ROFR Notice at the applicable ROFR Price; provided that, solely with respect to a Margin Call ROFR Notice, Liberty may elect to acquire less than the full number of the Margin Call Shares offered therein (such number of shares Liberty agrees to acquire pursuant to a ROFR Notice, the Liberty Elected Shares); provided, further, that Liberty must reject (or will be deemed to have rejected) or accept the Subject Shares offered under all of the POA Secured Party ROFR Notices that are delivered to Liberty on the same Business Day (all such POA Secured Party ROFR Notices delivered on the same Business Day being herein collectively referred to as Combined POA ROFR Notices and individually as a Combined Secured Party ROFR Notice). If a Liberty Notice meeting the requirements specified above is not delivered to the Borrower or each POA Secured Party that delivered a Combined POA ROFR Notice (as applicable) at or prior to the Acceptance Deadline, then Liberty will be deemed to have rejected the offer to purchase the Subject Shares subject to such ROFR Notice or Combined Secured Party ROFR Notices, as applicable, and such offer shall