Common use of Change in Material Terms Clause in Contracts

Change in Material Terms. Notwithstanding the foregoing, if any of the following are expected to occur: (x)(i) the equity value payable upon the Sponsor Sale changes by more than three and a half percent (3.5%), (ii) the percentage of the total consideration represented by cash changes by more than three and a half percent (3.5%), (iii) the type of consideration to be received changes, (iv) there is a three and a half percent (3.5%) or greater increase in the amount of the consideration to be escrowed or held back to cover indemnification claims that may be asserted by the purchaser or in the event of any earn-out or similar payment, (v) there is a three and a half percent (3.5%) or greater increase in any cap on indemnification claims that may be recovered by the purchaser under the definitive acquisition agreement, or (vi) there are one or more changes to any other terms that a sophisticated non-U.S. investor would deem to be material to its decision to make an investment in the Company (in the case of each of clauses (i) through (vi), as compared to the terms most recently furnished to Televisa pursuant to Section 4.7.2(c) or this Section 4.7.6, as applicable) or (y) there is a change in (i) the purchaser(s) (other than to one or more controlled Affiliates of such purchaser(s)) or (ii) terms that would have a material negative impact to the tax and regulatory components of Televisa’s investment in the Company (e.g., material change to the structure of the investment), then the Prospective Selling Stockholders (other than the Televisa Investors, if applicable) and the Company shall give at least forty eight (48) hours’ notice of and disclose such new terms and conditions to Televisa (a “Change Notice”), each Televisa Investor’s most recently effective Sponsor Sale Tag Along Election, if any, shall be deemed to be revoked, and Televisa shall notify the Company and, prior to the Principal Investor Sell-Down, the Prospective Selling Stockholders (other than the Televisa Investors, as applicable), within forty eight (48) hours (in the case of clause (x)) or five (5) days (in the case of clause (y)) from receipt of the Change Notice whether it (i) elects to exercise its respective Sponsor Sale Tag Along Rights (which election shall be deemed to be a new, irrevocable Sponsor Sale Tag Along Election, unless the material terms or conditions of the Sponsor Sale change again in the manner described above, in which case the requirements of this Section 4.7.6 shall apply once again), and in which case, each of the Televisa Investors shall be obligated (in the event Televisa so exercises its respective Sponsor Sale Tag Along Rights, to the same extent as Televisa) to participate in such Sponsor Sale on the terms and conditions consistent with Section 4.4.2 (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and subject to Section 4.4.4 in the case of Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4) specified herein, or (ii) will retain its Shares in the Company, and in which case, each of the other Televisa Investors shall be obligated to retain its respective Shares in the Company. Nothing in this Section 4.7.6 shall be construed so as to reduce the time periods provided for in Section 4.7.2 (including the time period following Televisa’s meeting with the ultimate purchaser(s)).

Change in Material Terms. Notwithstanding the foregoing, if any of the following are expected to occur: (x)(i) the equity value payable upon the Sponsor Sale a Merger Exit changes by more than three and a half percent (3.5%)***, (ii) the percentage of the total consideration represented by cash changes by more than three and a half percent (3.5%)***, (iii) the type of consideration to be received changes, (iv) there is a three and a half percent (3.5%) or greater *** increase in the amount of the consideration to be escrowed or held back to cover indemnification claims that may be asserted by the purchaser Acquiror or in the event of any earn-out or similar payment, (v) there is a three and a half percent (3.5%) or greater *** increase in any cap on indemnification claims that may be recovered by the purchaser Acquiror under the definitive acquisition agreement, or (vi) there are one or more changes to any other terms that a sophisticated non-U.S. investor would deem to be material to its decision to make an investment in the Company (in the case of each of clauses (i) through (vi), as compared to the terms most recently furnished to Televisa pursuant to Section 4.7.2(c4.8.2(c) or this Section 4.7.64.8.9, as applicable) or (y) there is a change in (i) the purchaser(sAcquiror(s) (other than to one or more controlled Affiliates of such purchaser(sAcquiror(s)) or (ii) terms that would have a material negative impact to the tax and regulatory components of Televisa’s investment in the Company (e.g., material change to the structure of the investment), then the Prospective Selling Stockholders (other than the Televisa Investors, if as applicable) and the Company shall give at least forty eight (48) hours’ notice of and disclose such new terms and conditions to Televisa (in a “Change Notice”), each Televisa InvestorTelevisa’s most recently effective Sponsor Sale Tag Along Merger Exit Participation Election, if any, shall be deemed to be revoked, and Televisa shall notify the Company and, prior to the Principal Investor Sell-Down, the Prospective Selling Stockholders (other than the Televisa Investors, as applicable), within forty eight (48) hours (in the case of clause (x)) or five (5) days (in the case of clause (y)) from receipt of the Change Notice whether it (i) elects to exercise its respective Sponsor Sale Tag Along Merger Exit Participation Rights (which election shall be deemed to be a new, irrevocable Sponsor Sale Tag Along Merger Exit Participation Election, unless the material terms or conditions of the Sponsor Sale Merger Exit change again in the manner described above, in which case the requirements of this Section 4.7.6 4.8.9 shall apply once again), and in which case, each of the other Televisa Investors Investor shall be obligated (in the event Televisa so exercises its respective Sponsor Sale Tag Along Merger Exit Participation Rights, to the same extent as Televisa) to participate in such Sponsor Sale Merger Exit on the terms and conditions consistent with Section 4.4.2 (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and subject to Section 4.4.4 in the case of Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4) specified herein, or (ii) will retain subject to Section 4.10, roll-over all of its Shares into equity of the Acquiror and receive cash to the extent provided in the CompanySection 4.8.6(b), and in which case, each of the other Televisa Investors Investor shall be obligated to retain roll-over all of its respective Shares into equity of the Acquiror and receive cash to the extent provided in the CompanySection 4.8.6(b). Nothing in this Section 4.7.6 4.8.9 shall be construed so as to reduce the time periods provided for in Section 4.7.2 4.8.2 (including the time period following Televisa’s meeting with the ultimate purchaser(s)).

Change in Material Terms. Notwithstanding the foregoing, if any of the following are expected to occur: (x)(i) the equity value payable upon the Sponsor Sale a Merger Exit changes by more than three and a half percent (3.5%)*****, (ii) the percentage of the total consideration represented by cash changes by more than three and a half percent (3.5%)*****, (iii) the type of consideration to be received changes, (iv) there is a three and a half percent (3.5%) ***** or greater increase in the amount of the consideration to be escrowed or held back to cover indemnification claims that may be asserted by the purchaser Acquiror or in the event of any earn-out or similar payment, (v) there is a three and a half percent (3.5%) ***** or greater increase in any cap on indemnification claims that may be recovered by the purchaser Acquiror under the definitive acquisition agreement, or (vi) there are one or more changes to any other terms that a sophisticated non-U.S. investor would deem to be material to its decision to make an investment in the Company (in the case of each of clauses (i) through (vi), as compared to the terms most recently furnished to Televisa pursuant to Section 4.7.2(c4.8.2(c) or this Section 4.7.64.8.9, as applicable) or (y) there is a change in (i) the purchaser(sAcquiror(s) (other than to one or more controlled Affiliates of such purchaser(sAcquiror(s)) or (ii) terms that would have a material negative impact to the tax and regulatory components of Televisa’s investment in the Company (e.g., material change to the structure of the investment), then the Prospective Selling Stockholders (other than the Televisa Investors, if as applicable) and the Company shall give at least forty eight (48) hours’ notice of and disclose such new terms and conditions to Televisa (in a “Change Notice”), each Televisa InvestorTelevisa’s most recently effective Sponsor Sale Tag Along Merger Exit Participation Election, if any, shall be deemed to be revoked, and Televisa shall notify the Company and, prior to the Principal Investor Two-Thirds Sell-Down, the Prospective Selling Stockholders (other than the Televisa Investors, as applicable), within forty eight (48) hours (in the case of clause (x)) or five (5) days (in the case of clause (y)) from receipt of the Change Notice whether it (i) elects to exercise its respective Sponsor Sale Tag Along Merger Exit Participation Rights (which election shall be deemed to be a new, irrevocable Sponsor Sale Tag Along Merger Exit Participation Election, unless the material terms or conditions of the Sponsor Sale Merger Exit change again in the manner described above, in which case the requirements of this Section 4.7.6 4.8.9 shall apply once again), and in which case, each of the other Televisa Investors Investor shall be obligated (in the event Televisa so exercises its respective Sponsor Sale Tag Along Merger Exit Participation Rights, to the same extent as Televisa) to participate in such Sponsor Sale Merger Exit on the terms and conditions consistent with Section 4.4.2 (which terms and conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, if applicable, and subject to Section 4.4.4 in the case of Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4) specified herein, or (ii) will retain subject to Section 4.10, roll-over all of its Shares into equity of ***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. the Acquiror and receive cash to the extent provided in the CompanySection 4.8.6(b), and in which case, each of the other Televisa Investors Investor shall be obligated to retain roll-over all of its respective Shares into equity of the Acquiror and receive cash to the extent provided in the CompanySection 4.8.6(b). Nothing in this Section 4.7.6 4.8.9 shall be construed so as to reduce the time periods provided for in Section 4.7.2 4.8.2 (including the time period following Televisa’s meeting with the ultimate purchaser(s)).