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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 05/26/2016|
thereto may agree, but in any event no later than 4:00 p.m., New York time, on the date that is one (1) Business Day after the Liberty Notice is delivered.
(e) The parties hereto acknowledge and agree that any Liberty Purchase Failure shall (i) constitute a material breach of the ROFR Agreement by Liberty for purposes of Section 6(iii) of the ROFR Agreement, (ii) not be curable under the ten (10) Business Day cure period provided for in Section 6(iii) of the ROFR Agreement and (iii) entitle the Borrower and/or any applicable Secured Party to effect the proposed Transfer to a Prospective Purchaser or otherwise Transfer any Pledged Covered Securities on the open market or otherwise.
(f) The parties hereto acknowledge and agree that in the case of any Transfer of Covered Securities made in connection with or pursuant to a Loan Payment Event, the forty-five (45) calendar day time limitation on the disposition of the Subject Shares set forth in Section 3(b)(iv) of the ROFR Agreement shall not apply to the Borrower or Secured Party, as applicable, in the event of a Liberty Purchase Failure or Liberty Waiver; provided that, solely in the event of a Liberty Waiver, any remaining portion of the Subject Shares not otherwise disposed of by the Borrower or Secured Party and subsequently returned to the Borrower, shall again become subject to the requirements of the ROFR Agreement, as amended hereby. In the event of a Liberty Purchase Failure, Liberty shall have no further rights pursuant to the ROFR with respect to any Pledged Covered Securities until the first (1st) Business Day following the delivery of the Loan Termination Notice, at which point any Pledged Covered Securities returned to the Borrower shall again become subject to the requirements of the ROFR Agreement.
(g) The parties hereto agree and acknowledge that Liberty will pay the applicable ROFR Price in each case for the Liberty Elected Shares due pursuant to a Liberty Notice delivered pursuant to this Amendment, directly to the securities intermediary maintaining the securities accounts to which the Liberty Elected Shares have been credited for application thereof in accordance with the terms of the applicable Loan Documents.
(h) Following the execution of the Loan Documents, Liberty Interactive will keep Liberty reasonably informed of the potential for any Loan Payment Event pursuant to the Loan Documents and any delivery of a ROFR Notice as a result thereof.
2. Assignment and Assumption. From and after the execution and delivery of this Amendment, the parties hereby agree that LV Bridge shall be party to and bound by the terms of the ROFR Agreement (including the Proxy) and this Amendment with respect to the Covered Securities that it Beneficially Owns and that LV Bridge is a Permitted Transferee pursuant to the ROFR Agreement.
(a) From and after the execution and delivery of this Amendment, in the event of the occurrence of a Loan Payment Event (but, for the avoidance of doubt, in no other event and only to extent a proposed Transfer of Covered Securities is being made in