Common use of ACTIONS REQUIRING A UNANIMOUS VOTE Clause in Contracts

ACTIONS REQUIRING A UNANIMOUS VOTE. Subject to any restriction on a ---------------------------------- Member's right to Vote pursuant to Section 3.5 of the Agreement Regarding Ownership Interests, in addition to those actions described elsewhere in this Agreement as requiring the Vote of, or approval by, all the Members, the following actions or decisions by the Company will be made only by the affirmative unanimous Vote of the Members: [a] entry into areas of business other than the Sports Business or the fX Business; [b] the approval of each (or any amendment to any previously approved) three- year business plan and annual operating and capital budget for the Company and each Company Business and Service; if the Members are unable unanimously to approve an annual budget for the Company or a particular Company Business or Service, then, until a new budget is approved, the annual budget for the Company or that Company Business or Service for the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the following increases or decreases: [i] the operation of escalation or de-escalation provisions in contracts in effect at the time of approval of the budget solely as a result of the passage of time or due to operations or undertakings approved in the budget or the occurrence of events beyond the control of the Company, to the extent such contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the budget for the prior year regardless of which party to such contracts makes such election; [iii] the effect of the existence of any multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the prior year's budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the budget for the prior year; [v] interest expense attributable to any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the budget for the prior year (excluding non-recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers ("CPI-U") or a successor index for the prior Fiscal Year (but in no event will such change be more than 10% of the corresponding items in the prior budget); and [vii] decreases in expenses attributable to non-recurring items reflected in the prior year's budget. [c] engaging in any non-budgeted transaction which, when added to all other non-budgeted transactions during the same Fiscal Year, would cause the aggregate amount of non-budgeted transactions for such Fiscal Year to exceed $5,000,000; [d] approval of any programming rights acquisition agreement involving more than US $5,000,000 per year or US $15,000,000 in the aggregate (unless provided for in the approved budget under which the Company is then operating); [e] acquiring an interest in or the assets of any business for an acquisition price of more than US $5,000,000; [f] amendment of this Agreement or any other organizational document of the Company, any Business Company or any Person directly or indirectly Controlled by the Company or in which the Company has an interest directly or indirectly entitling it to vote on such amendment; [g] any action relating to the merger, sale, consolidation, reorganization, dissolution, winding up, liquidation or similar transaction involving all or any portion of the Company, a Sports Company, an fX Company or any Company Business; [h] incurrence of any debt exceeding US $5,000,000 (excluding normal trade debt), or the issuance of any guarantee, or the creation of any Lien, unless provided for in the approved budget under which the Company is then operating; [i] appointment or removal of auditors of the Company, approval or adoption of accounting principles applicable to the Company, and any change in the Fiscal Year of the Company; [j] any decision to require Additional Contributions to the Company; [k] any decision to distribute cash or other assets of the Company, except any Distribution pursuant to Article 5 or pursuant to Section 2.4 of the Agreement Regarding Ownership Interests; [l] the admission of additional Members (except as provided in 13.3) or the grant by the Company of any right to acquire any interest in the Company or any stock or equity appreciation or similar right; [m] any transaction involving the Company, on the one hand, and a Member or an Affiliate of a Member, on the other (including the provision of management or other services and charges therefor or allocations of general and administrative costs by a Member or an Affiliate of a Member to the Company), except as otherwise provided in 14.4; [n] any change in programming direction or philosophy or operating principles (including budget compliance) of the Company or of any Service offered by the Company; [o] appointment or removal of the Tax Matters Partner; or [p] any employment agreement providing for compensation on termination of employment other than in accordance with severance policies generally applicable to employees of the Company. [q] any agreement by the Company to take any of the foregoing actions.

ACTIONS REQUIRING A UNANIMOUS VOTE. Subject to any restriction on a ---------------------------------- Member's right to Vote pursuant to Section 3.5 of the Agreement Regarding Ownership Interests3.11[e] and [f], in addition to those actions described elsewhere in this Agreement as requiring the Vote of, or approval by, all the Members, the following actions or decisions by the Company will be made only by the affirmative unanimous Vote of the Members: [a] entry into areas of business other than the Sports Business or the fX Company Business; [b] the approval of each (or any amendment to any previously approved) three- three-year business plan and or annual operating and capital budget for the Company and each Company Business and ServiceCompany; if the Members are unable unanimously to approve an annual budget for the Company or a particular Company Business or ServiceCompany, then, until a new budget is approved, the annual budget for the Company or that Company Business or Service for the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the following increases or decreases: [i] the operation of escalation or de-de- escalation provisions in contracts in effect at the time of approval of the budget solely as a result of the passage of time or due to operations or undertakings approved in the budget or the occurrence of events beyond the control of the Company, to the extent such contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the budget for the prior year regardless of which party to such contracts makes such election; [iii] the effect of the existence of any multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the prior year's budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the budget for the prior year; [v] interest expense attributable to any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the budget for the prior year (excluding non-non- recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers ("CPI-U") or a successor index for the prior Fiscal Year (but in no event will such change be more than 10% of the corresponding items in the prior budget); and [vii] decreases in expenses attributable to non-recurring items reflected in the prior year's budget. ; [c] engaging in any non-budgeted transaction which, when added to all other non-budgeted transactions during the same Fiscal Year, would cause the aggregate amount of non-budgeted transactions for such Fiscal Year to exceed US $5,000,00050,000; [d] approval of any programming rights acquisition agreement involving more than US $5,000,000 25,000 per year or US $15,000,000 75,000 in the aggregate (unless provided for in the approved budget under which the Company is then operating); [e] acquiring an interest in or the assets of any business for an acquisition price of more than US $5,000,00050,000; [f] amendment of this Agreement or any other organizational document of the Company, any Business Company or any Person directly or indirectly Controlled controlled by the Company or in which the Company has an interest directly or indirectly entitling it to vote on such amendment; [g] any action relating to the merger, sale, consolidation, reorganization, dissolution, winding up, liquidation or similar transaction involving all or any portion of the Company, a Sports Company, an fX Company or any the Company Business; [h] incurrence of any debt exceeding US $5,000,000 50,000 (excluding normal trade debt), or the issuance of any guarantee, or the creation of any Lien, unless provided for in the approved budget under which the Company is then operating; [i] appointment or removal of auditors of the Company, approval or adoption of accounting principles applicable to the Company, and any change in the Fiscal Year of the Company; [j] any decision to require Additional Contributions to the CompanyCompany (except pursuant to funding requirements set forth in the approved budget under which the Company is then operating); [k] any decision to distribute cash or other assets of the Company, except any Distribution pursuant to Article 5 or pursuant to Section 2.4 of the Agreement Regarding Ownership Interests; [l] the admission of additional Members (except as provided in 13.3) or the grant by the Company of any right to acquire any interest in the Company or any stock or equity appreciation or similar right; [m] any transaction involving the Company, on the one hand, and a Member or an Affiliate of a Member, on the other (including the provision of management or other services and charges therefor or allocations of general and administrative costs by a Member or an Affiliate of a Member to the Company), except as otherwise provided in 14.4; [n] any change in programming direction or philosophy or operating principles (including budget compliance) of the Company or of any Service offered by the Company; [o] appointment or removal of the Tax Matters Partner; or [p] the decision to advance expenses to a Member pursuant to 9.3 or to indemnify an officer, employee or agent of the Company pursuant to 9.5; [q] any employment agreement providing for compensation on termination of employment other than in accordance with severance policies generally applicable to employees of the Company. [qr] any agreement by the Company to take any of the foregoing actions.

ACTIONS REQUIRING A UNANIMOUS VOTE. Subject to any restriction on a ---------------------------------- Member's right to Vote pursuant to Section 3.5 of the Agreement Regarding Ownership Interests3.11[e] and [f], in addition to those actions described elsewhere in this Agreement as requiring the Vote of, or approval by, all the Members, the following actions or decisions by the Company will be made only by the affirmative unanimous Vote of the Members: [a] entry into areas of business other than the Sports Business or the fX Company Business; [b] the approval of each (or any amendment to any previously approved) three- year business plan and or annual operating and capital budget for the Company and each Company Business and ServiceCompany; if the Members are unable unanimously to approve an annual budget for the Company or a particular Company Business or ServiceCompany, then, until a new budget is approved, the annual budget for the Company or that Company Business or Service for the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the following increases or decreases: [i] the operation of escalation or de-escalation provisions in contracts in effect at the time of approval of the budget solely as a result of the passage of time or due to operations or undertakings approved in the budget or the occurrence of events beyond the control of the Company, to the extent such contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the budget for the prior year regardless of which party to such contracts makes such election; [iii] the effect of the existence of any multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the prior year's budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the budget for the prior year; [v] interest expense attributable to any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the budget for the prior year (excluding non-recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers ("CPI-U") or a successor index for the prior Fiscal Year (but in no event will such change be more than 10% of the corresponding items in the prior budget); and [vii] decreases in expenses attributable to non-non- recurring items reflected in the prior year's budget. ; [c] engaging in any non-budgeted transaction which, when added to all other non-budgeted transactions during the same Fiscal Year, would cause the aggregate amount of non-budgeted transactions for such Fiscal Year to exceed US $5,000,0001,250,000; [d] approval of any programming rights acquisition agreement involving more than US $5,000,000 1,250,000 per year or US $15,000,000 3,750,000 in the aggregate (unless provided for in the approved budget under which the Company is then operating); [e] acquiring an interest in or the assets of any business for an acquisition price of more than US $5,000,0001,250,000; [f] amendment of this Agreement or any other organizational document of the Company, any Business Company or any Person directly or indirectly Controlled controlled by the Company or in which the Company has an interest directly or indirectly entitling it to vote on such amendment; [g] any action relating to the merger, sale, consolidation, reorganization, dissolution, winding up, liquidation or similar transaction involving all or any portion of the Company, a Sports Company, an fX Company or any the Company Business; [h] incurrence of any debt exceeding US $5,000,000 1,250,000 (excluding normal trade debt), or the issuance of any guarantee, or the creation of any Lien, unless provided for in the approved budget under which the Company is then operating; [i] appointment or removal of auditors of the Company, approval or adoption of accounting principles applicable to the Company, and any change in the Fiscal Year of the Company; [j] any decision to require Additional Contributions to the CompanyCompany (except pursuant to funding requirements set forth in the approved budget under which the Company is then operating); [k] any decision to distribute cash or other assets of the Company, except any Distribution pursuant to Article 5 or pursuant to Section 2.4 of the Agreement Regarding Ownership Interests; [l] the admission of additional Members (except as provided in 13.3) or the grant by the Company of any right to acquire any interest in the Company or any stock or equity appreciation or similar right; [m] any transaction involving the Company, on the one hand, and a Member or an Affiliate of a Member, on the other (including the provision of management or other services and charges therefor or allocations of general and administrative costs by a Member or an Affiliate of a Member to the Company), except as otherwise provided in 14.4; [n] any change in programming direction or philosophy or operating principles (including budget compliance) of the Company or of any Service offered by the Company; [o] appointment or removal of the Tax Matters Partner; or [p] the decision to advance expenses to a Member pursuant to 9.3 or to indemnify an officer, employee or agent of the Company pursuant to 9.5; [q] any employment agreement providing for compensation on termination of employment other than in accordance with severance policies generally applicable to employees of the Company. [qr] any agreement by the Company to take any of the foregoing actions.

ACTIONS REQUIRING A UNANIMOUS VOTE. Subject to any restriction on a ---------------------------------- Member's right to Vote pursuant to Section 3.5 of the Agreement Regarding Ownership Interests3.11[e] and [f], in addition to those actions described elsewhere in this Agreement as requiring the Vote of, or approval by, all the Members, the following actions or decisions by the Company will be made only by the affirmative unanimous Vote of the Members: [a] entry into areas of business other than the Sports Business or the fX Company Business; [b] the approval of each (or any amendment to any previously approved) three- year business plan and or annual operating and capital budget for the Company and each Company Business and ServiceCompany; if the Members are unable unanimously to approve an annual budget for the Company or a particular Company Business or ServiceCompany, then, until a new budget is approved, the annual budget for the Company or that Company Business or Service for the immediately preceding Fiscal Year will remain in effect, adjusted (without duplication) to reflect the following increases or decreases: [i] the operation of escalation or de-escalation provisions in contracts in effect at the time of approval of the budget solely as a result of the passage of time or due to operations or undertakings approved in the budget or the occurrence of events beyond the control of the Company, to the extent such contracts are still in effect; [ii] elections made in any prior year under contracts contemplated by the budget for the prior year regardless of which party to such contracts makes such election; [iii] the effect of the existence of any multi-year contract entered into in accordance with a previous budget to the extent not fully reflected in the prior year's budget; [iv] increases or decreases in expenses attributable to the annualized effect of employee additions or reductions during the prior year contemplated by the budget for the prior year; [v] interest expense attributable to any loans; [vi] increases or decreases in overhead expenses in an amount equal to the total of overhead expenses reflected in the budget for the prior year (excluding non-recurring items) multiplied by the percentage increase or decrease in the U.S. Department of Labor Bureau of Labor Statistics Consumer Price Index for all Urban Consumers ("CPI-U") or a successor index for the prior Fiscal Year (but in no event will such change be more than 10% of the corresponding items in the prior budget); and [vii] decreases in expenses attributable to non-non- recurring items reflected in the prior year's budget. ; [c] engaging in any non-budgeted transaction which, when added to all other non-budgeted transactions during the same Fiscal Year, would cause the aggregate amount of non-budgeted transactions for such Fiscal Year to exceed US $5,000,0003,750,000; [d] approval of any programming rights acquisition agreement involving more than US $5,000,000 3,750,000 per year or US $15,000,000 11,250,000 in the aggregate (unless provided for in the approved budget under which the Company is then operating); [e] acquiring an interest in or the assets of any business for an acquisition price of more than US $5,000,0003,750,000; [f] amendment of this Agreement or any other organizational document of the Company, any Business Company or any Person directly or indirectly Controlled controlled by the Company or in which the Company has an interest directly or indirectly entitling it to vote on such amendment; [g] any action relating to the merger, sale, consolidation, reorganization, dissolution, winding up, liquidation or similar transaction involving all or any portion of the Company, a Sports Company, an fX Company or any the Company Business; [h] incurrence of any debt exceeding US $5,000,000 3,750,000 (excluding normal trade debt), or the issuance of any guarantee, or the creation of any Lien, unless provided for in the approved budget under which the Company is then operating; [i] appointment or removal of auditors of the Company, approval or adoption of accounting principles applicable to the Company, and any change in the Fiscal Year of the Company; [j] any decision to require Additional Contributions to the CompanyCompany (except pursuant to funding requirements set forth in the approved budget under which the Company is then operating); [k] any decision to distribute cash or other assets of the Company, except any Distribution pursuant to Article 5 or pursuant to Section 2.4 of the Agreement Regarding Ownership Interests; [l] the admission of additional Members (except as provided in 13.3) or the grant by the Company of any right to acquire any interest in the Company or any stock or equity appreciation or similar right; [m] any transaction involving the Company, on the one hand, and a Member or an Affiliate of a Member, on the other (including the provision of management or other services and charges therefor or allocations of general and administrative costs by a Member or an Affiliate of a Member to the Company), except as otherwise provided in 14.4; [n] any change in programming direction or philosophy or operating principles (including budget compliance) of the Company or of any Service offered by the Company; [o] appointment or removal of the Tax Matters Partner; or [p] the decision to advance expenses to a Member pursuant to 9.3 or to indemnify an officer, employee or agent of the Company pursuant to 9.5; [q] any employment agreement providing for compensation on termination of employment other than in accordance with severance policies generally applicable to employees of the Company. [qr] any agreement by the Company to take any of the foregoing actions.