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.