Common use of Written Modifications Clause in Contracts

Written Modifications. Subject to Section 2.4.2, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2Sections 2.3.2 and 2.4 of this Agreement, this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal PITV Investors; provided, however, that: 7.2.1 (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2Sections 2.3.2, 2.6.1 and 2.6.5 (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (a) of Section 7.2; (b) the consent of the Televisa Investors shall be required for any Amendment to (i) the provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2, 4.4, 4.5, and 7.5 or (ii) this clause (a) and clause (b) of Section 7.2; 7.2 or the definitions used therein; and (c) the consent of each Principal PITV Investor or Principal PITV Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal PITV Investor or Principal PITV Investor Group, as applicable, as such under this Agreement as compared to the other Principal PITV Investors or Principal PITV Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) the consent of each of the Requisite Principal Investors Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.29.2; provided, however, that such consent shall not be required for any Amendment of the provisions of Section 2 adopted with the consent of the Requisite Stockholder Majority in connection with the consummation of, or at any time following, an Initial Public Offering that has been approved in accordance with Section 2.1, other than an Amendment of the provisions of Section 2.8; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.24.1, (ii) Section 4.4 any provision requiring unanimous consent related provisions of the Principal Investor Groups, Section 3.1.5 or (iii) Section 4.3 or this clause (b) of Section 7.29.2; (c) the consent of each Principal any Investor or Principal Investor Group, as applicable, Group shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, Group as such under this Agreement as compared to Agreement; and the other Principal Investors or Principal Investor Groups, as applicableconsent of any party shall be required for any Amendment that discriminates against such party. Each such Amendment shall be binding upon each party hereto and each holder of Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares Stockholder subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.29.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, . this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2Sections 2.3.2 and 2.4 of this Agreement, this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal PITV Investors; provided, however, that: 7.2.1 (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2Sections 2.3.2 and 2.6.1, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (a) of Section 7.2; (b) the consent of the Televisa Investors shall be required for any Amendment to (i) the provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2, 4.3, 4.4, 7.5, Exhibits [ ], [ ], [ ], [ ] and [ ], or (ii) this clause (a) and clause (b) of Section 7.2; 7.2 or the definitions used therein; and (c) the consent of each Principal PITV Investor or Principal PITV Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal PITV Investor or Principal PITV Investor Group, as applicable, as such under this Agreement as compared to the other Principal PITV Investors or Principal PITV Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) the consent of each of the Requisite Principal Investors Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “"Amendment”") of (i) the provisions of Section 2.2 2.2.2 or 2.310.8, (ii) any provision requiring unanimous consent of the Requisite Investor Groups or requiring the consent of the Principal InvestorsInvestor Majority, or (iii) this clause (a) of Section 7.28.2; (b) the consent of each of the Principal any Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement or would disproportionately impact that Investor as compared to Investors that are not in the other Principal Investors or Principal same Investor Groups, Group as applicablesuch Investor. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, 2.3.2. this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.22.3.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (ba) of Section 7.2; (cb) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) that the consent of a majority in interest of the Requisite Principal Investors Management Shares shall be required for any amendment, modification, extension, termination or waiver (an “"Amendment”") of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, the holders of Management Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to "discriminate against" the holders of Management Shares as compared to such simply because holders of Management Shares (i) own or hold more or less Shares than any other Stockholder, (ii) invested more or less money in the Company than any other Principal Investors Stockholder, (iii) have greater or Principal Investor Groups, as applicablelesser voting rights or powers than any other Stockholders) or (iv) have or had an employment and/or management position in the Company. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.26.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.