Common use of Exercise in a Change of Control Transaction Clause in Contracts

Exercise in a Change of Control Transaction. The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten (10) Business Days prior to the consummation of the Change of Control transaction, and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the material terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Sale date or a good faith estimate thereof. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (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 in accordance with Section 4.4.4) as the Prospective Selling Stockholders shall Sell (subject to Section 4.4.4 in the case of Convertible Securities, and subject to Section 4.4.1 under all circumstances in connection with a Change of Control transaction); and (y) except as provided in Section 4.4.1 or 4.4.4, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable), provided that in no event will contractual rights with respect to the election of directors received by any Prospective Selling Stockholder be deemed to be the receipt of additional forms or amounts of consideration per Share. Except as provided in Section 4.4.1, if any Stockholders holding Shares are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to the Televisa Investors in accordance with Section 4.7.4 or 4.8.3 or to any or all holders of Management Shares), all Stockholders holding Shares will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the two hundred seventieth (270th) day after the date of delivery of the Drag Along Sale Notice, the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2, unless the failure to complete such proposed Sale resulted directly from the failure by the FCC to consent to such transfer; provided, that such consent is received within two hundred seventy (270) days of such two hundred seventieth (270th) day. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.

Exercise in a Change of Control Transaction. The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten (10) Business Days business days prior to the consummation of the Change of Control transaction, transaction and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the material principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Sale date or a good faith estimate thereofTransfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.4 4.5.4 in the case of Options, Warrants and Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying Shares in accordance with Section 4.4.4) as the Prospective Selling Stockholders shall Sell (subject to Section 4.4.4 4.5.4 in the case of Options, Warrants and Convertible Securities, Securities and subject to Section 4.4.1 4.5.1 under all circumstances in connection with a Change of Control transactioncircumstances); and (y) except as provided in Section 4.4.1 or 4.4.44.5.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable), ) provided that in no event will contractual rights any securities received as consideration may differ with respect to rights relating to the election of directors received by any Prospective Selling Stockholder be deemed to be the receipt of additional forms or amounts of consideration per Sharedirectors. Except as provided in Section 4.4.14.5.1, if any Stockholders holding Shares of any class are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to the Televisa Investors in accordance with Section 4.7.4 or 4.8.3 or to any or all holders of Management Shares), all Stockholders holding Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the two hundred seventieth (270th) 270th day after the date of delivery of the Drag Along Sale Notice, Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2, unless the failure to complete such proposed Sale resulted directly from the failure by the FCC to consent to such transfer; provided, that such consent is received within two hundred seventy (270) days of such two hundred seventieth (270th) day. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.

Exercise in a Change of Control Transaction. The Prospective Selling Stockholders shall furnish a written notice (the “Drag Along Sale Notice”) to the Company at least ten (10) Business Days business days prior to the consummation of the Change of Control transaction, transaction and the Company shall promptly furnish such Drag Along Sale Notice to each Stockholder other than the Prospective Selling Stockholder. The Drag Along Sale Notice shall set forth the material principal terms and conditions of the proposed Sale, including (a) the number and class of Shares to be acquired from the Prospective Selling Stockholders, (b) the Drag Along Sale Percentage for each class, (c) the per share consideration to be received in the proposed Sale for each class, including the form of consideration (if other than cash), (d) the name and address of the Prospective Buyer and (e) if known, the proposed Sale date or a good faith estimate thereofTransfer date. If the Prospective Selling Stockholders consummate the proposed Sale to which reference is made in the Drag Along Sale Notice, each other Stockholder (each, a “Participating Seller,” and, together with the Prospective Selling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be bound and obligated to Sell the Drag Along Sale Percentage of such Stockholder’s Shares of each class in the proposed Sale on the same terms and conditions, with respect to each Share Sold (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities, including any election by the Prospective Buyer(s) to acquire the Convertible Securities instead of the underlying Shares in accordance with Section 4.4.4) as the Prospective Selling Stockholders shall Sell (subject to Section 4.4.4 in the case of Options, Warrants and Convertible Securities, Securities and subject to Section 4.4.1 under all circumstances in connection with a Change of Control transactioncircumstances); and (y) except as provided in Section 4.4.1 or 4.4.44.4.1, shall receive the same form and amount of consideration per Share to be received by the Prospective Selling Stockholders for the corresponding class of Shares (on an as converted basis, if applicable), ) provided that in no event will contractual rights any securities received as consideration may differ with respect to rights relating to the election of directors received by any Prospective Selling Stockholder be deemed to be the receipt of additional forms or amounts of consideration per Sharedirectors. Except as provided in Section 4.4.1, if any Stockholders holding Shares of any class are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to the Televisa Investors in accordance with Section 4.7.4 or 4.8.3 or to any or all holders of Management Shares), all Stockholders holding Shares of such class will be given the same option. Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall be allocated among the Drag Along Sellers pro rata based upon the aggregate amount of consideration to be received by such Drag Along Sellers. If at the end of the two hundred seventieth (270th) 270th day after the date of delivery of the Drag Along Sale Notice, Notice the Prospective Selling Stockholders have not completed the proposed Sale, the Drag Along Sale Notice shall be null and void, each Participating Seller shall be released from such holder’s obligation under the Drag Along Sale Notice and it shall be necessary for a separate Drag Along Sale Notice to be furnished and the terms and provisions of this Section 4.2 separately complied with, in order to consummate such proposed Sale pursuant to this Section 4.2, unless the failure to complete such proposed Sale resulted directly from the failure by the FCC to consent to such transfer; provided, that such consent is received within two hundred seventy (270) days of such two hundred seventieth (270th) day. The right of a holder of Unvested Shares to receive consideration for such Unvested Shares pursuant to this Section 4.2 shall be subject to the vesting and other terms of such Unvested Shares.