Common use of Impermissible Transfer Clause in Contracts

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer. The Company agrees that it will not knowingly or intentionally support, facilitate or cooperate (including by providing due diligence information, making members of management available for meetings or discussions and giving representations, warranties and/or indemnities) with respect to any Transfers by any holder of securities of the Company party to this Agreement or any of its parent entities or subsidiaries which would violate the terms of this Agreement, including restrictions on Transfers to Restricted Persons, Competitors or non-U.S. Persons for purposes of the Federal Communications Laws and Transfers that do not comply with the Change of Control process in Sections 4.7 and 4.8, as applicable. For the avoidance of doubt, any Sponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and 3.3.3.

Appears in 2 contracts

Sources: Stockholders Agreement (Univision Holdings, Inc.), Stockholders Agreement (Grupo Televisa, S.A.B.)

Impermissible Transfer. Any attempted Transfer of Shares not permitted under the terms of this Section 3 2 shall be null and void, and the Company shall not in any way give effect to any such impermissible Transfer. The Company agrees that it will not knowingly or intentionally support, facilitate or cooperate (including by providing due diligence information, making members of management available for meetings or discussions and giving representations, warranties and/or indemnities) with respect to any Transfers by any holder of securities of the Company party to this Agreement or any of its parent entities or subsidiaries which would violate the terms of this Agreement, including restrictions on Transfers to Restricted Persons, Competitors Persons or non-U.S. Persons for purposes of the Federal Communications Laws and Transfers that do not comply with the Change of Control process in Sections 4.7 and 4.8, as applicableProcedures. For the avoidance of doubt, any Sponsor Sale or Merger Exit Change of Control shall be subject to the terms Change of Control Procedures in addition to any applicable provisions of this Section 3.3.2 and 3.3.32.

Appears in 1 contract

Sources: Stockholders Agreement (Grupo Televisa, S.A.B.)