Televisa Investors definition

Televisa Investors means, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that BMPS2 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2, but Televisa shall be deemed to hold the Shares held by BMPS2, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
Sample 1Sample 2Sample 3
Televisa Investors means, as of any date, collectively, (i) Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that neither of BMPS2 nor BMPS4 shall constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 or BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and/or BMPS4, including regardless of any Transfer of Shares by BMPS2 or BMPS4 under the Saban Arrangements.
Sample 1
Televisa Investors means, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided, that such Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that BMPS2 and BMPS4 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 and BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and BMPS4, including regardless of any Transfer of Shares by BMPS2 and BMPS4 under the Saban Arrangements.
Sample 1

Examples of Televisa Investors in a sentence

  • In each case, the Company shall promptly thereafter issue and send to the applicable Televisa Investors new certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock into which such Televisa Investors converted their respective shares of Common Stock.

  • Except for Transfers to Televisa Investors by Principal Investors as contemplated by the other Transaction Agreements, no PITV Investor shall Transfer Shares to another PITV Investor who is not a Permitted Transferee without the consent of the Majority PITV Investors; provided, that for purposes of calculating the Majority PITV Investors for this Section 3.3 only, the PITV Investors Groups of which the PITV Investors who are the prospective transferor and transferee shall be disregarded.

  • For the avoidance of doubt, in the event of any proposed Sale to which this Section 4.6 applies, the Televisa Investors shall have the rights to exercise their respective rights of first offer under this Section 4.6 only to the extent set forth below, including Section 4.6.2(a) and Section 4.6.6(c)) (each such PITV Investor Group, a “First Offer Holder”), prior to any such proposed Transfer.

  • All confidential and/or proprietary information relating to the Sponsor Sale that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in the Change of Control Procedures.

  • For the avoidance of doubt, the provisions of Sections 4.1 (with respect to Televisa Investors), 4.7, 4.8, 4.9, 4.10 and 4.13 shall survive any Public Offering or Change of Control.

  • Amend, modify or waive any provision of the Transaction Agreements, if such amendment, modification or waiver imposes additional transfer restrictions on the Televisa Investors, other than amendments, modifications or waivers that are (i) required by applicable Law (but subject to Section 9.9), (ii) customary insider information trading windows imposed by the Company following the Company’s Initial Public Offering, and (iii) restrictions in underwriter’s lock-ups.

  • The Prospective Selling Stockholder shall furnish a written notice of such proposed Sale (a “Sale Notice”) to each Principal Investor Group (other than any Principal Investor Group of which the Prospective Selling Stockholder is a member, in which case no such notice shall be provided to such group) and the Televisa Investors (other than any Televisa Investor which is a Prospective Selling Stockholder, in which case no such notice shall be given to such Televisa Investor).

  • The consent of Televisa shall be required for (i) any Amendment to the provisions of Sections 2.1, 2.2, 2.6, 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.9, 4.1, 4.2, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 5, 7.6, 10.10, or this Section 8.2 (or any definitions used therein) and (ii) any Amendment that, by its terms, Discriminates against any of the Televisa Investors under this Agreement.

  • Notwithstanding the foregoing, nothing contained herein shall be deemed to limit or restrict in any way the right of the Televisa Investors, at any time and from time to time, to convert their non-voting shares of Common Stock into voting shares of Common Stock up to the Maximum Equity Percentage.


More Definitions of Televisa Investors

Televisa Investors shall have the meaning set forth in the Principal Investor Agreement.
Sample 1
Televisa Investors means, as of any date, collectively, (a) Televisa and any Permitted Transferee of Televisa; (b) a transferee or assignee of Televisa to the extent provided in Section 2.1.8 (Other Televisa Transfers), 3.1.8 (Foreign Ownership Restrictions) or 4.2.6(b) (Foreign Ownership Restrictions), (c) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any member of another Investor Group); and (d) a Permitted Transferee of a Person described in clause (c) above, provided, that such Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any member of another Investor Group);in each case under clauses (a)-(d), only if and to the extent such Person is then a Stockholder.
Sample 1

Related to Televisa Investors

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • CD&R Investors collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Other Investors shall have the meaning set forth in the Preamble.

  • Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

  • Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Institutional Investors means any regulated investment company, segregated asset account, foreign investment company, common trust fund, group trust or other investment arrangement, whether organized within or without the United States of America.

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Equity Investors means the Sponsors and the Management Stockholders.

  • Management Investors means the members of the Board of Directors, officers and employees of the Borrower and/or its Subsidiaries who are (directly or indirectly through one or more investment vehicles) investors in the Borrower (or any direct or indirect parent thereof).

  • Founders means all Members immediately prior to the consummation of the IPO.

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Majority Stockholder means any person that would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the U.S. Tax Code) of Common Stock if such person claimed a Worthless Stock Deduction at any time on or after the Petition Date.

  • Existing Investors shall have the meaning given in the Preamble hereto.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Common Stockholders means holders of shares of Common Stock.

  • retail investor means a person who is one (or more) of the following:

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.