Common use of Additional Compliance Clause in Contracts

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days. In addition, if the Prospective Selling Shareholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale Transfer shall change with the result that the purchase per Share price to be paid in such proposed Sale Transfer shall be greater lower than the purchase offer price set forth in the Tag Along Notice, the number of Shares to be purchased by the Prospective Buyer shall be different than the number of Offered Shares specified in the Tag Along Notice or the other terms or conditions of such proposed Sale Transfer shall be materially more favorable to the Tag Along Sellers different than those set forth in the Tag Along NoticeNotice (other than (i) an increase in the number of Offered Shares to include all of the Shares the Participating Sellers wish to sell or (ii) a change in the form of consideration where the per Share price to be paid is with Marketable Securities with a value equal to or greater than the offer price), then, in any such case, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of Section 4.1 and this Section 4.1 4.2 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days4. In addition, if the Prospective Selling Shareholders have Investor has not completed the proposed Sale Transfer upon the terms set forth in the Tag Along Notice by the end of the 180th 90th day after the date of delivery of the Tag Along NoticeNotice to the Company and each of the other Investors, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s Tag Along OfferSection 4.2, the Tag Along Transfer Notice shall be null and void, and it shall be necessary for a separate Tag Along Transfer Notice to be deliveredfurnished, and the terms and provisions of Section 4.1 and this Section 4.1 4.2 separately complied with, in order to consummate such proposed Sale Transfer pursuant to Section 4.1 and this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.2.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Principal Shareholder Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable favorable, in any material respect, to the Principal Shareholder Tag Along Sellers than those set forth in the Principal Shareholder Tag Along Notice, the Principal Shareholder Tag Along Notice shall be null and void, and it shall be necessary for a separate Principal Shareholder Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.14.2; provided, however, that in the case of such a separate Principal Shareholder Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Principal Shareholder Tag Along Deadline shall be three five (35) Business Days. In additionThe Principal Shareholder Tag Along Sellers shall sell to the applicable Prospective Buyer the Shares proposed to be transferred by them in accordance with this Section 4.2, if at the Prospective Selling Shareholders have not completed time and place provided for the proposed Sale by closing in the end of the 180th day after the date of delivery of the Principal Shareholder Tag Along Notice, each Participating Seller shall be released from or at such Participating Seller’s obligations under such Participating Seller’s other time and place as the Principal Shareholder Tag Along OfferSellers and the applicable Prospective Buyer shall agree. As a condition to the consummation of such Sale, the Tag Along Notice Prospective Buyer shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.13.4.

Additional Compliance. If, If (a) prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 3.1.1 and 3.1.2 shall be three five business days and (3b) Business Days. In addition, if the Prospective Selling Shareholders Group have not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.13.1.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall be three (3) Business Daysbusiness days and two business days, respectively. In addition, if the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Sections 4.1.1 and 4.1.2 shall be three business days and two business days, respectively.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per Security price to be paid in such proposed Sale shall be greater than the purchase per Security price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 3.1.2 shall be three (3) Business Daystwo business days. In addition, if the Prospective Selling Shareholders Security Holders have not completed the proposed Sale by the end of the 180th 120th day after the date of delivery of the Tag Along NoticeNotice by Holdings, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1, unless the failure to complete such proposed Sale resulted directly from any failure by any Participating Seller to comply with the terms of this Section 4.13.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days and two Business Days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall be three (3) Business Daysbusiness days and two business days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If (i) prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 5 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.15; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 5(a) and 5(b) shall be three five Business Days and (3ii) Business Days. In addition, if the Prospective Selling Shareholders Class B Stockholders have not completed the proposed Sale by the end of the 180th 90th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s its obligations under such Participating Seller’s its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 5 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.15, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.15.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase price per share consideration set forth in the Tag Along Notice (other than from a change in the value of the Marketable Securities, if any, included in the per share consideration) or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished pursuant to this Section 4.2, and the terms and provisions of this Section 4.1 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business DaysSale. In addition, if If the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th day after within nine (9) months following the date of delivery the effectiveness of the Tag Along NoticeNotice delivered pursuant to Section 4.2.1 with respect to the Proposed Sale, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1Sale, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Daystwo business days. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th 120th day after the date of delivery of: (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.6, such Sale Notice, and (b) otherwise, the Tag Along NoticeNotice by the Company, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted directly from any failure by any Participating Seller to comply with the terms of this Section 4.1Article IV.

Additional Compliance. If, If prior to consummationconsummation of the Sale, the terms of the proposed Sale shall change with the result that the purchase per Share price to be paid in such proposed Sale shall will be greater than the purchase maximum per Share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall will be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall will be null and void, and it shall will be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall hereof will be three (3) five Business Days. In addition, if If the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th day after following the date of delivery of the Tag Along Notice, each Participating Seller shall will be released from such Participating Seller’s his, her or its obligations under such Participating Seller’s his, her or its Tag Along Offer, the Tag Along Notice shall will be null and void, and it shall will be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall be three (3) Business Daysbusiness days and two business days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of: (i) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4, such Sale Notice and (ii) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Daystwo business days. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th 120th day after the date of delivery of: (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.5, such Sale Notice, and (b) otherwise, the Tag Along NoticeNotice by the Company, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted directly from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be becomes greater than 110% of the purchase price per share of the applicable class set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be are materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, then the Tag Along Notice shall will be null and void, and it shall be necessary for a separate Tag Along Notice to must be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, provided that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall will be three five (35) Business Daysbusiness days. In addition, if the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th calendar day after following the date of delivery the effectiveness of the Tag Along Notice, each Tag Along Participating Seller shall will be released from such Participating Seller’s his, her or its obligations under such Participating Seller’s his, her or its Tag Along Offer, the Tag Along Notice shall will be null and void, and it shall be necessary for a separate Tag Along Notice to must be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Tag Along Participating Seller to comply with the terms of this Section 4.14; provided, that the foregoing 180-day period may be extended for an additional period of up to 90 days with the approval of the Board if such additional time is required in order to obtain necessary government approvals or clearances.

Additional Compliance. If, (a) If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other material terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three four (34) Business Days. ; and provided, further, that Section 4.7.6 below, and not this clause (a), shall apply to the Televisa Investors in a Sponsor Sale with respect to which Section 4.7 applies. (b) In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th 120th day after the date of delivery of, (i) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.6, such Sale Notice and (ii) otherwise, the Tag Along Notice and/or Sponsor Sale Notice, as applicable, then each Participating Seller shall be released from such Participating Seller’s its obligations under such Participating Seller’s its Tag Along OfferOffer and/or Sponsor Sale Tag Along Election, the as applicable, such Tag Along Notice or Sponsor Sale Tag Along Election, as applicable, shall be null and void, and it shall be necessary for a separate Tag Along Notice and/or Sponsor Sale Notice, as applicable, to be deliveredfurnished, and the terms and provisions of this Section 4.1 and/or Section 4.7, as applicable, separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.14.1 and/or Section 4.7, as applicable, unless the failure to complete such proposed Sale resulted directly from either (x) any failure by any Participating Seller to comply with the terms of this Section 4.14 or (y) any failure by the FCC to consent to such transfer; provided, that such consent is received within two hundred seventy (270) days of such 120th day.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale Transfer shall change with the result that the purchase per Share price to be paid in such proposed Sale Transfer shall be greater than the purchase per Share price set forth in the Tag Along Notice, the number of Shares to be purchased by the Prospective Buyer shall be greater than the number of Offered Shares specified in the Tag Along Notice or the other principal terms of such proposed Sale Transfer shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, then, in any such case, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.1; providedprovided , howeverhowever , that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Daysbusiness days or such longer period as the Prospective Selling Investor and the Prospective Buyer may agree. In addition, if the Prospective Selling Shareholders have Investor has not completed the proposed Sale Transfer by the end of the 180th day after the date of delivery of the Tag Along NoticeNotice by the Company, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any Transfer involves either (a) a failure by any Participating Seller to comply with the terms of this Section 4.1, or (b) a failure by a governmental or regulatory authority, including the FCC, DOJ or FTC, to approve such Transfer. In the case of a failure of a type described in clause (b), the Prospective Selling Investor will have an additional 90 days beyond such 180th day in which to obtain any such approval and complete the proposed Transfer before the Tag Along Notice becomes null and void.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days and two Business Days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4 of the Investor Stockholders Agreement, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

Additional Compliance. If, If prior to consummationconsummation of the Sale, the terms of the proposed Sale shall change with the result that the purchase per Share price to be paid in such proposed Sale shall be greater than the purchase maximum per Share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 4(a) separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.14(a); provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 4(a)(i) and 4(a)(ii) hereof shall be three (3) Business Daysfive business days. In addition, if If the Prospective Selling Shareholders have Majority Holder has not completed the proposed Sale by the end of the 180th day after following the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his or her obligations under such Participating Seller’s his or her Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 4(a) separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1Sale, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.(a).

Additional Compliance. If, prior to consummation, the terms of the proposed Sale Transfer shall change with the result that the purchase per Share price to be paid in such proposed Sale Transfer shall be greater than the purchase per Share price set forth in the Tag Along Notice, the number of Shares to be purchased by the Prospective Buyer shall be greater than the number of Offered Shares specified in the Tag Along Notice or the other principal terms of such proposed Sale Transfer shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, then, in any such case, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Daysbusiness days or such longer period as the Prospective Selling Investor and the Prospective Buyer may agree. In addition, if the Prospective Selling Shareholders have Investor has not completed the proposed Sale Transfer by the end of the 180th day after the date of delivery of the Tag Along NoticeNotice by the Company, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any Transfer involves either (a) a failure by any Participating Seller to comply with the terms of this Section 4.1, or (b) a failure by a governmental or regulatory authority, including the FCC, DOJ or FTC, to approve such Transfer. In the case of a failure of a type described in clause (b), the Prospective Selling Investor will have an additional 90 days beyond such 180th day in which to obtain any such approval and complete the proposed Transfer before the Tag Along Notice becomes null and void.

Additional Compliance. If, If (a) prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall be three five business days and (3b) Business Days. In addition, if the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days and two Business Days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.4, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummationconsummation of the Sale, the terms of the proposed Sale shall change with the result that the purchase per Share price to be paid in such proposed Sale shall will be greater than the purchase maximum per Share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall will be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall will be null and void, and it shall will be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 4.1. separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1.; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall hereof will be three (3) five Business Days. In addition, if If the Prospective Selling Shareholders Investors have not completed the proposed Sale by the end of the 180th day after following the date of delivery of the Tag Along Notice, each Participating Seller shall will be released from such Participating Seller’s his, her or its obligations under such Participating Seller’s his, her or its Tag Along Offer, the Tag Along Notice shall will be null and void, and it shall will be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 Sections 4.1. separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1., unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section Sections 4.1...

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days and two (2) Business Days, respectively. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.3, such Sale Notice, and (b) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

Additional Compliance. If, If (i) prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price of a type of Share to be paid in such proposed Sale shall be greater than the purchase maximum per share price of such type of Share set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 3.1(a) and 3.1(b) shall be three five (35) Business Days. In addition, if business days and (ii) the Prospective Selling Shareholders have Series A Seller has not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Tag Along Seller shall be released from such Participating Seller’s its obligations under such Participating Seller’s its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Tag Along Seller to comply with the terms of this Section 4.13.1.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale shall change with the result that the purchase price to be paid in such proposed Sale shall be greater than the purchase price set forth in the Tag Along Notice or the other terms of such proposed Sale shall be materially more favorable favorable, in any material respect, to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Tag Along Deadline shall be three five (35) Business Days. In addition, if the The Prospective Selling Shareholders have not completed Shareholder and the Tag Along Seller shall sell to the applicable Prospective Buyer the Shares proposed Sale to be transferred by them in accordance with this Section 4.1, at the end of time and place provided for the 180th day after the date of delivery of closing in the Tag Along Notice, each Participating Seller shall be released from or at such Participating Seller’s obligations under such Participating Seller’s Tag Along Offer, other time and place as the Prospective Selling Shareholder and the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredSellers, and the terms and provisions applicable Prospective Buyer shall agree. As a condition to the consummation of this Section 4.1 separately complied withsuch Sale, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to Prospective Buyer shall comply with the terms of this Section 4.13.5.

Additional Compliance. If, prior to consummationconsummation of the proposed Sale, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be becomes greater than 105% of the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be become materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Initiating Prospective Selling Investors will have to furnish a separate Tag Along Notice, and the terms and provisions of this Section 4.1 must be separately complied with, in order to consummate the proposed Sale on such revised terms; but the applicable notice period to which reference is made in Section 4.1.2 will, for purposes of that separate Tag Along Notice, be only five calendar days. If the Tag Initiating Prospective Selling Investors do not complete the Proposed Sale by the end of the 180th day following the date of the effectiveness of the Tag Along Notice, each Participating Seller may elect to be released from all obligations under the applicable Tag Along Offer by notifying the Company and the Tag Initiating Prospective Selling Investors of its desire to so withdraw. Upon receipt of that withdrawal notice, the Tag Along Notice of the relevant Participating Seller(s) shall be null and void, and it shall will then be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three (3) Business Days. In addition, if the Prospective Selling Shareholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s obligations under such Participating Seller’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be delivered, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.14.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 shall be three two (32) Business Daysbusiness days. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th 120th day after the date of delivery of: (a) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 4.5, such Sale Notice, and (b) otherwise, the Tag Along NoticeNotice by the Company, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted directly from either (a) any failure by any Participating Seller to comply with the terms of this Section 4.14, or (b) any failure by the FCC to consent to such transfer; provided, that such consent is received within sixty (60) days of such 120th day.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 2.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.12.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 2.1.1 and 2.1.2 shall be three (3) Business Daysfive business days. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 2.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.12.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.12.

Additional Compliance. If, If prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 5.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.15.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 5.1.2 shall be three (3) Business Daysbusiness days. In addition, if the Prospective Selling Shareholders Stockholders have not completed the proposed Sale by the end of the 180th day after the date of delivery of: (i) if the proposed Transfer is also the subject of a currently effective Sale Notice under Section 5.4, such Sale Notice, and (ii) otherwise, the Tag Along Notice, each Participating Seller shall be released from such Participating Sellerholder’s obligations under such Participating Sellerholder’s Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 5.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.15.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.15.

Additional Compliance. If, If (a) prior to consummation, the terms of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 Sections 3.1.1 and 3.1.2 shall be three five business days and (3b) Business Days. In addition, if the Prospective Selling Shareholders have Investor has not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s its obligations under such Participating Seller’s its Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 3.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.13.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.13.1.

Additional Compliance. If, If (a) prior to consummation, the terms --------------------- of the proposed Sale shall change with the result that the purchase per share price to be paid in such proposed Sale shall be greater than the purchase maximum per share price set forth in the Tag Along Notice or the other principal terms of such proposed Sale shall be materially more favorable to the Tag Along Sellers than those set forth in the Tag Along Notice, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1; provided, however, that in the case of such a -------- ------- separate Tag Along Notice, the applicable period to which reference is made in Section Sections 4.1.1 and 4.1.2 shall be three five business days and (3b) Business Days. In addition, if the Prospective Selling Shareholders Group have not completed the proposed Sale by the end of the 180th day after following the date of delivery the effectiveness of the Tag Along Notice, each Participating Seller shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.1, unless the failure to complete such proposed Sale resulted from any failure by any Participating Seller to comply with the terms of this Section 4.1.

Additional Compliance. If, prior to consummation, the terms of the proposed Sale Transfer shall change with the result that the purchase per Share price to be paid in such proposed Sale Transfer shall be greater than the purchase per Share price set forth in the Tag Along Notice, the number of Shares to be purchased by the Prospective Buyer shall be greater than the number of Offered Shares specified in the Tag Along Notice or the other principal terms of such proposed Sale Transfer shall be materially more favorable to the Tag Along Sellers Prospective Selling Investor than those set forth in the Tag Along Notice, then, in any such case, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 8.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.18.1; provided, however, that in the case of such a separate Tag Along Notice, the applicable period to which reference is made in Section 4.1.2 8.1.2 shall be three (3) Business Daysbusiness days or such longer period as the Prospective Selling Investor and the Prospective Buyer may agree. In addition, if the Prospective Selling Shareholders have Investor has not completed the proposed Sale Transfer by the end of the 180th day after the date of delivery of the Tag Along NoticeNotice by the Company, each Participating Seller Purchaser shall be released from such Participating Seller’s his obligations under such Participating Seller’s his Tag Along Offer, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be deliveredfurnished, and the terms and provisions of this Section 4.1 8.1 separately complied with, in order to consummate such proposed Sale Transfer pursuant to this Section 4.18.1, unless the failure to complete such proposed Sale resulted from any Transfer involves either (a) a failure by any Participating Seller a Prospective selling Investor or Purchaser to comply with the terms of this Section 4.18.1, or (b) a failure by a governmental or regulatory authority, including the Federal Communications Commission (“FCC”), the Department of Justice (“DOJ”) or Federal Trade Commission (“FTC”), to approve such Transfer. In the case of a failure of a type described in clause (b), the Prospective selling Investor will have an additional 90 days beyond such 180th day in which to obtain any such approval and complete the proposed Transfer before the Tag Along Notice becomes null and void.