Common use of Exercise in a Recapitalization Transaction Clause in Contracts

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the Requisite Principal Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged or converted (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of a holder of Unvested Shares to receive securities upon conversion or exchange of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the Requisite Principal Majority PITV Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days (10) Business Days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal material terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged exchanged, converted or converted Transferred in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities or other forms of consideration (including cash) to be received upon exchange exchange, conversion or conversion Transfer of Shares of each class of Shares being exchanged exchanged, converted or convertedTransferred. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to exchange, convert or exchange Transfer the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged exchanged, converted or converted Transferred (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities or other consideration per Share exchanged exchanged, converted or converted except for differences, if anyTransferred (provided, that relate to the election holders of directorsShares with voting rights will receive voting securities, and holders of non-voting Shares will receive non-voting securities). If at the end of the 270th two hundred seventieth (270th) day after the date of delivery of the Drag Along Recapitalization Notice Notice, the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with, with in order to consummate such proposed Recapitalization Transaction pursuant to this Section 4.3, unless the failure to complete such proposed Recapitalization Transaction 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 securities upon exchange, conversion or exchange Transfer of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the Requisite Majority Principal Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten (10) business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization Transaction, including (a) the number and class of Shares to be exchanged exchanged, converted or converted Transferred in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange exchange, conversion or conversion Transfer of Shares of each class of Shares being exchanged exchanged, converted or convertedTransferred. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) be bound and obligated to exchange, convert or exchange Transfer the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class included in the proposed Recapitalization Transaction on the same terms and conditions, with respect to each Share being exchanged exchanged, converted or converted Transferred (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities or other consideration per Share exchanged exchanged, converted or converted except for differences, if anyTransferred (provided, that relate to the election holders of directorsShares with voting rights will receive voting securities, and holders of non-voting Shares will receive non-voting securities). If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice the Recapitalization Transaction has not been completed, the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3, unless the failure to complete such proposed Recapitalization Transaction resulted directly from the failure by the FCC to consent to such transfer; provided, that such consent is received within one hundred and eighty (180) days of such 270th day. The right of a holder of Unvested Shares to receive securities upon exchange, conversion or exchange Transfer of such Unvested Shares pursuant to this Section 4.3.1 shall be subject to the vesting and other terms of such Unvested Shares.

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the applicable Requisite Principal InvestorsCapital IV Majority) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder Purchaser at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization TransactionTransaction insofar as it relates to the Shares, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of the Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) Purchaser shall be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class of Purchased Shares held by Purchaser that are to be included in the proposed Recapitalization Transaction on the same terms and conditions, conditions as the Requisite Capital IV Majority with respect to each Share of the same class being exchanged or converted (subject to Section 4.3.4 in the case of Optionsconverted. If, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice Notice, the Recapitalization Transaction has not been completed, then the Drag Along Recapitalization Notice shall be null and void, each Stockholder Purchaser shall be released from such Stockholder’s obligation his obligations under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 8.4.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of 8.4, unless the failure to complete such proposed Recapitalization Transaction involves a holder of Unvested Shares failure by a governmental or regulatory authority, including the FCC, DOJ or FTC, to receive securities upon conversion or exchange of approve such Unvested Shares pursuant Recapitalization Transaction, in which case the Company will have an additional 180 days beyond such 270th day in which to this Section 4.3.1 shall be subject to obtain any such approval and complete the vesting proposed Recapitalization Transaction before the Drag Along Recapitalization Notice becomes null and other terms of such Unvested Sharesvoid.

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the applicable Requisite Principal InvestorsCapital IV Majority) shall furnish a written notice (the ““ Drag Along Recapitalization NoticeNotice ”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization TransactionTransaction insofar as it relates to the Shares, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of the Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) shall be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class of Shares held by such Stockholder that are to be included in the proposed Recapitalization Transaction on the same terms and conditions, conditions as each other Stockholder with respect to each Share of the same class being exchanged or converted (subject to Section 4.3.4 in the case of Optionsconverted. If, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice Notice, the Recapitalization Transaction has not been completed, then the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 4.4.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of 4.4, unless the failure to complete such proposed Recapitalization Transaction involves a holder of Unvested Shares failure by a governmental or regulatory authority, including the FCC, DOJ or FTC, to receive securities upon conversion or exchange of approve such Unvested Shares pursuant Recapitalization Transaction, in which case the Company will have an additional 180 days beyond such 270th day in which to this Section 4.3.1 shall be subject to obtain any such approval and complete the vesting proposed Recapitalization Transaction before the Drag Along Recapitalization Notice becomes null and other terms of such Unvested Sharesvoid.

Exercise in a Recapitalization Transaction. The Company (solely at the direction of the applicable Requisite Principal InvestorsCapital IV Majority) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten business days prior to the consummation of the Recapitalization Transaction. The Drag Along Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization TransactionTransaction insofar as it relates to the Shares, including (a) the number and class of Shares to be exchanged or converted in the Recapitalization Transaction, (b) the Drag Along Recapitalization Percentage for each class and (c) the new form of securities to be received upon exchange or conversion of the Shares of each class of Shares being exchanged or converted. If the Recapitalization Transaction described in such Drag Along Recapitalization Notice is consummated, each Stockholder shall: (x) shall be bound and obligated to convert or exchange the Drag Along Recapitalization Percentage of such Stockholder’s Shares of each class of Shares held by such Stockholder that are to be included in the proposed Recapitalization Transaction on the same terms and conditions, conditions as each other Stockholder with respect to each Share of the same class being exchanged or converted (subject to Section 4.3.4 in the case of Optionsconverted. If, Warrants and Convertible Securities) as the other holders of such Shares (subject to Section 4.3.4 in the case of Options, Warrants and Convertible Securities and subject to Section 4.3.2 under all circumstances); and (y) except as provided in Section 4.3.2, shall receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election of directors. If at the end of the 270th day after the date of delivery of the Drag Along Recapitalization Notice Notice, the Recapitalization Transaction has not been completed, then the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall be released from such Stockholder’s obligation under the Drag Along Recapitalization Notice and it shall be necessary for a separate Drag Along Recapitalization Notice to be furnished and the terms and provisions of this Section 4.3.1 4.4.1 separately complied with, in order to consummate such proposed Recapitalization Transaction pursuant to Section 4.3. The right of 4.4, unless the failure to complete such proposed Recapitalization Transaction involves a holder of Unvested Shares failure by a governmental or regulatory authority, including the FCC, DOJ or FTC, to receive securities upon conversion or exchange of approve such Unvested Shares pursuant Recapitalization Transaction, in which case the Company will have an additional 180 days beyond such 270th day in which to this Section 4.3.1 shall be subject to obtain any such approval and complete the vesting proposed Recapitalization Transaction before the Drag Along Recapitalization Notice becomes null and other terms of such Unvested Sharesvoid.