Common use of Change of Control Drag Along Clause in Contracts

Change of Control Drag Along. Each Stockholder agrees, if requested in writing by the Requisite Principal Investors at any time prior to the third anniversary of the closing of the Qualified Public Offering, to Sell a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes) to a Prospective Buyer which would result in a Change of Control (the “Drag Along Sale Percentage”), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group or an entity in which any Principal Investor or any Affiliate thereof has a material interest and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Stock will be treated as a single class. Subject to Section 4.5.4, all Options, Warrants and Convertible Securities will be the same class of Shares for which they may be exercised or into which they may be converted. All Shares to be sold pursuant to this Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

Change of Control Drag Along. Each Stockholder agrees, if requested in writing by the Requisite Principal Investors at any time prior to the third anniversary of the closing of the Qualified Public Offering, to Sell a percentage of each class of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes) to a Prospective Buyer which would result in a Change of Control (the “Drag Along Sale Percentage”), in the manner and on the terms set forth in this Section 4.2; provided, however, that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group or an entity in which any Principal Investor or any Affiliate thereof has a material interest and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority. For purposes of this Section 4.2, the Class A Stock will be treated as a single class. Subject to Section 4.5.44.4.4, all Options, Warrants and Convertible Securities will be the same class of Shares for which they may be exercised or into which they may be converted. All Shares to be sold pursuant to this Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.

Change of Control Drag Along. Each Stockholder agrees, if requested in writing by the Requisite Majority Principal Investors at any time, and from time to time, prior to the third anniversary of the closing of the Qualified Public OfferingPrincipal Investor Two-Thirds Sell-Down, to Sell a percentage of each class one or more classes of Shares held by such Stockholder that is equal to the percentage of such Shares owned by the Prospective Selling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders (which may be of a single class or of multiple classes) classes to a Prospective Buyer Buyer) which would result in a Change of Control (as adjusted pursuant to Section 4.2.2 below, the “Drag Along Sale Percentage”), in the manner and on the terms set forth in this Section 4.24.2 (any such sale, a “Drag Along Sale”); provided, however, that this Section 4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is a member of a Principal Investor Group or an entity in which any Principal Investor or any Affiliate thereof has a material interest Group, and (b) such Change of Control has not been approved by vote or written consent of the Principal Investor Majority; provided, further, that no Televisa Investor shall be deemed to be a Stockholder for the purposes of this Section 4.2 (other than the notice provisions) and shall not be subject to the terms hereof unless a Televisa Sell-Down has occurred, and in the event that any Televisa Investor is deemed to be a Stockholder for purposes of this Section 4.2, the terms of this Section 4.2 shall not restrict any Transfers of Shares owned by any Televisa Investor which are otherwise in compliance with this Agreement (including that the transferee, if not a Televisa Investor, be bound by this Section 4.2 and the other terms of this Agreement to the extent required under the terms of this Agreement); and provided further, that, for the avoidance of doubt, a Televisa Investor’s exemption from the Stockholders’ obligations under this Section 4.2 shall not be transferable to any transferee of Shares held by such Televisa Investor other than a Permitted Transferee of Televisa or another Televisa Investor (but only for so long as they continue to be a Televisa Investor). For purposes of this Section 4.2, the Class A all shares of Common Stock will be treated as a single classclass and each share of Common Stock will be Sold at the same price and for the same form of consideration. Subject to Section 4.5.44.4.4 and the provisions of the Convertible Securities providing for the conversion, exercise or exchange thereof, all Options, Warrants and Convertible Securities will be treated as the same class of Shares for which they may be as Common Stock on an as-exercised or into which they may be convertedas-converted basis (without prejudice to the rights of such Stockholder with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder, including any premiums payable pursuant to Section 4.4.4) but subject to the Prospective Buyer(s)’s election to acquire the Convertible Securities instead of the underlying shares of Common Stock in accordance with Section 4.4.4. All Shares to be sold pursuant to this Section 4.2 shall be included in determining whether or not a proposed transaction constitutes a Change of Control.