Common use of Additional Compliance Clause in Contracts

Additional Compliance. If at the end of the 120th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.6), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.6 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 and 4.6.4 shall be three business days and two business days, respectively.

Appears in 2 contracts

Samples: Stockholders Agreement (Sungard Capital Corp), Stockholders Agreement (Sungard Capital Corp Ii)

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Additional Compliance. If at the end of the 120th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.6), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.6 separately complied with, in order to consummate a Transfer of such Subject SharesShares unless the failure to complete such proposed Sale resulted directly from any failure by the FCC to consent to such Sale; provided, that such consent is received within one hundred fifty (150) days of such 120th day; provided further, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 and 4.6.4 shall be five (5) Business Days and three business days and two business days(3) Business Days, respectively.

Appears in 2 contracts

Samples: Stockholders Agreement (Univision Holdings, Inc.), Stockholders Agreement (Grupo Televisa, S.A.B.)

Additional Compliance. If at the end of the 120th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder and First Offer Purchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of any First Offer Purchaser to perform its obligations under this Section 4.64.5), each First Offer Purchaser shall be released from such holder’s obligations under such holder’s irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnished, and the terms and provisions of this Section 4.6 4.5 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 4.5.2 and 4.6.4 4.5.4 shall be three business days and two (2) business days, respectively, unless the failure to complete such proposed Sale resulted directly from any failure by the FCC to consent to such transfer; provided, that such consent is received within sixty (60) days of such 120th day.

Appears in 1 contract

Samples: Stockholders Agreement (Univision Communications Inc)

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Additional Compliance. If at the end of the 120th 180th day after the date of delivery of the Sale Notice, the Prospective Selling Stockholder Shareholder and the Company, First Offer Refusal Purchasers or Prospective Buyer (if not a First Offer Refusal Purchaser), if any, have not completed the Sale of the Subject Shares (other than due to the failure of the Company or any First Offer Refusal Purchaser to perform its obligations under this Section 4.64.3), the Company and each First Offer Refusal Purchaser shall be released from the Company’s or such holderFirst Refusal Purchaser’s obligations under the Company’s or such holder’s First Refusal Purchaser’s, as the case may be, irrevocable offer, the Sale Notice shall be null and void, and it shall be necessary for a separate Sale Notice to be furnisheddelivered, and the terms and provisions of this Section 4.6 4.3 separately complied with, in order to consummate a Transfer of such Subject Shares; provided, however, that in the case of such a separate Sale Notice in which the classes of Subject Shares and the per share purchase price are unchanged and the number of Subject Shares is substantially the same, the applicable period to which reference is made in Sections 4.6.2 Section 4.3.1 and 4.6.4 4.3.2(b) shall be three business ten (10) Business Days and the applicable period to which reference is made in Section 4.3.2(a) shall be five (5) Business Days, and the time to complete such Sale referenced in the first sentence of this Section 4.3.5 shall be 90 days and two business instead of 180 days, respectively.

Appears in 1 contract

Samples: Shareholder Agreement (Avago Technologies Manufacturing (Singapore) Pte. Ltd.)

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