Common use of Opportunities Clause in Contracts

Opportunities. Subject to Section 10.10, each of the parties hereto acknowledge that the Principal Investors, the Bank Investors and the Televisa Investors (each, an “Institutional Investor,” and collectively, the “Institutional Investors”) or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including an enterprise which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprise. Nothing in this Agreement shall preclude or in any way restrict the Institutional Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company. Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that: (a) the Institutional Investors, members of the Board of Directors designated by such Institutional Investors and Affiliates of such Institutional Investors, have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company, BMPH or Univision or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons; (b) in the event an Institutional Investor (other than the Televisa Investors), member(s) of the Board of Directors designated by such Institutional Investor (other than the Televisa Investors) or Affiliates of such Institutional Investor (other than Affiliates of the Bank Investors and Televisa Investors, to the extent such Affiliates of Bank Investors are not limited partners of the Bank Investors), directly or indirectly, engage (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-traded company) in the same or similar business activities or lines of business as the Company, BMPH or Univision or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons, such Institutional Investor (other than a Televisa Investor) shall promptly disclose to the Board, in reasonable detail, the nature and identity of such business activities or lines of business and shall provide the Board additional information as reasonably requested thereby in connection with such activity, and (c) in the event that an Institutional Investor, members of the Board of Directors designated by such Institutional Investors or any Affiliate of such Institutional Investor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any of the Company, BMPH, Univision or any Affiliate thereof, such Institutional Investor, members of the Board of Directors designated by such Institutional Investors or Affiliate of such Institutional Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, BMPH, Univision or any Affiliate thereof, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, BMPH, Univision or any Affiliate thereof or the Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Investor, any Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company.

Opportunities. Subject to Section 10.10, each of the parties hereto acknowledge that the Principal Investors, the Bank Investors and the Televisa Investors (each, an “Institutional Investor,” and collectively, the “Institutional Investors”) or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including an enterprise which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprise. Nothing in this Agreement Section 10.10 shall preclude or in any way restrict the Institutional Investors or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company. Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that: (a) the Institutional Investors, members of the Board of Directors designated by such Institutional Investors and Affiliates of such Institutional Investors, have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company, BMPH Midco or Univision Opco or any of their respective Affiliates, including those deemed to be Competitors or Restricted PersonsCompetitors; (b) in the event an Institutional Investor (other than the Televisa Investors)Investor, member(s) of the Board of Directors designated by such Institutional Investor (other than the Televisa Investors) or Affiliates of such Institutional Investor (other than Affiliates of the Bank Investors and Televisa Investors, to the extent such Affiliates of Bank Investors are not limited partners of the Bank Investors), directly or indirectly, engage (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-traded company) in the same or similar business activities or lines of business as the Company, BMPH Midco or Univision Opco or any of their respective Affiliates, including those deemed to be Competitors or Restricted PersonsCompetitors, such Institutional Investor (other than a Televisa Investor) shall promptly disclose to the Board, in reasonable detail, the nature and identity of such business activities or lines of business and shall provide the Board additional information as reasonably requested thereby in connection with such activity, and (c) in the event that an Institutional Investor, members of the Board of Directors designated by such Institutional Investors or any Affiliate of such Institutional Investor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any of the Company, BMPHMidco, Univision Opco or any Affiliate thereof, such Institutional Investor, members of the Board of Directors designated by such Institutional Investors or Affiliate of such Institutional Investor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, BMPHMidco, Univision Opco or any Affiliate thereof, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, BMPHMidco, Univision Opco or any Affiliate thereof or the Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Investor, any Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Personperson, or does not present such opportunity to the Company.

Opportunities. Subject to Section 10.105.7, (Confidentiality) each of the parties hereto acknowledge that the Principal Investors, members of the Bank Investors and the Televisa Investors (each, an “Institutional Investor,” and collectively, the “Institutional Investors”) Investor Groups or any of their Affiliates and related investment funds may review the business plans and related proprietary information of any enterprise, including an enterprise which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprise. Nothing in this Agreement shall preclude or in any way restrict the Institutional Investors members of the Investor Groups or their Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company. Notwithstanding anything to the contrary herein, the parties expressly acknowledge and agree that: (a) the Institutional Investors, members of the Board of Directors and the Board Observer designated by such Institutional Investors the Investors, members of the Investor Groups, and Affiliates of such Institutional Investorsthereof, have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company, BMPH Midco or Univision UCI or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons; , (b) in the event an Institutional Investor (other than the Televisa Investors)Investor, member(s) of the Board of Directors or the Board Observer designated by such Institutional Investor, members of the Investor (other than the Televisa Investors) Groups or Affiliates of such Institutional Investor (other than Affiliates of the Bank Investors and Televisa Investors, to the extent such Affiliates of Bank Investors are not limited partners of the Bank Investors)thereof, directly or indirectly, engage (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 15% of the outstanding stock of a publicly-publicly traded company) in the same or similar business activities or lines of business as the Company, BMPH Midco or Univision UCI or any of their respective Affiliates, including those deemed to be Competitors or Restricted Persons, such Institutional Investor (other than a Televisa Investor) shall promptly disclose to the Board, in reasonable detail, the nature and identity of such business activities or lines of business and shall provide the Board additional information as reasonably requested thereby in connection with such activity, subject in all respects to the right not to communicate or present information regarding corporate opportunities set forth in the following clause (c), and (c) in the event that an Institutional Investor, members of the Board of Directors or the Board Observer designated by such Institutional Investors Investor, members of the Investor Groups or any Affiliate of such Institutional Investor thereof acquires knowledge of a potential transaction or matter that may be a corporate opportunity for any of the Company, BMPHMidco, Univision UCI or any Affiliate thereof, such Institutional Investor, members of the Board of Directors or the Board Observer designated by such Institutional Investors Investors, members of the Corresponding Investor Group or Affiliate of such Institutional Investor thereof shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, BMPHMidco, Univision UCI or any Affiliate thereof, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, BMPHMidco, Univision UCI or any Affiliate thereof or the Stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Investor, or any Affiliate thereof or related investment fund thereof, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company.