Common use of Foreign Ownership Limitation Clause in Contracts

Foreign Ownership Limitation. (a) The Company shall have the right to limit New Member's ownership of the Company to ensure that it does not violate the foreign ownership limitations imposed by the Communications Act of 1934, as amended, and by the regulations and decisions of the Federal Communications Commission (collectively, the "Communications Act"). (b) If at any time after the date hereof the Company is required by a change in the law or other circumstance to reduce the level of foreign ownership of the Company, and absent the Company's ability to obtain a waiver (which the Company will use all reasonable efforts to obtain), the Company shall have the right, and shall be required (i) at New Member's election, to refuse to sell equity interests in the Company or any equity interests in the License Companies (as such term is defined in the Purchase Agreement) to any Foreign Owner (as defined below) if any such transaction would, under the Communications Act or other applicable law, adversely impact New Member's ability to hold its then existing equity interest in the Company, and (ii) at the election of any Stockholder, to repurchase such equity interests in the Company, to the extent necessary to comply with applicable foreign ownership restrictions, first, from all persons, other than the Stockholders, who hold Foreign Ownership Interests (as defined below), and thereafter from each of the Stockholders who hold Foreign Ownership Interests, on a pro rata basis (based on the percentage of foreign ownership attributable to each Stockholder), in each case, for an amount in cash (to the extent permitted by the Delaware corporation law) equal to the "fair market value" of the equity interests repurchased. If the class of equity interests to be repurchased (or conversion equivalent) is publicly traded, "fair market value" shall be the closing price per share or unit of such equity interest (or conversion equivalent) on the trading day

Foreign Ownership Limitation. (a) The Company shall have the right to limit New Member's ownership of the Company to ensure that it does not violate the foreign ownership limitations imposed by the Communications Act of 1934, as amended, and by the regulations and decisions of the Federal Communications Commission (collectively, the "Communications Act"). (b) If at any time after the date hereof the Company is required by a change in the law or other circumstance to reduce the level of foreign ownership of the Company, and absent the Company's ability to obtain a waiver (which the Company will use all reasonable efforts to obtain), the Company shall have the right, and shall be required (i) at New Member's election, to refuse to sell equity interests in the Company or any equity interests in the License Companies (as such term is defined in the Purchase Agreement) to any Foreign Owner (as defined below) if any such transaction would, under the Communications Act or other applicable law, adversely impact New Member's ability to hold its then existing equity interest in the Company, and (ii) at the election of any Stockholder, to repurchase such equity interests in the Company, to the extent necessary to comply with applicable foreign ownership restrictions, first, from all persons, other than the Stockholders, who hold Foreign Ownership Interests (as defined below), and thereafter from each of the Stockholders who hold Foreign Ownership Interests, on a pro rata basis (based on the percentage of foreign ownership attributable to each Stockholder), in each case, for an amount in cash (to the extent permitted by the Delaware corporation law) equal to the "fair market value" of the equity interests repurchased. If the class of equity interests to be repurchased (or conversion equivalent) is publicly traded, "fair market value" shall be the closing price per share or unit of such equity interest (or conversion equivalent) on the trading dayday immediately preceding the date of such repurchase and, if the class of equity interests to be repurchased (or conversion equivalent) is not publicly traded, "fair market value" shall be determined by the Board of Directors. In the event that (i) all or any portion of a Stockholder's equity interest in the Company is to be repurchased pursuant to this Section 16, (ii) such class of equity interests (or conversion equivalent) is not publicly traded and (iii) such Stockholder disputes, by notice to the Company within forty-five (45) days after receipt of notice from the Board of Directors of the Board of Director's fair market value determination (a "Valuation Dispute Notice"), then "fair market value" shall be determined by two appraisers selected by the Company and such Stockholder, respectively, within forty-five (45) days after delivery of the Valuation Dispute Notice. If the appraisers chosen by the Company and such Stockholder cannot reach an agreement within 30 days of

Foreign Ownership Limitation. (a) The Company shall have the right to limit New Member's ownership of the Company to ensure that it does not violate the foreign ownership limitations imposed by the Communications Act of 1934, as amended, and by the regulations and decisions of the Federal Communications Commission (collectively, the "Communications Act"). (b) If at any time after the date hereof the Company is required by a change in the law or other circumstance to reduce the level of foreign ownership of the Company, and absent the Company's ability to obtain a waiver (which the Company will use all reasonable efforts to obtain), the Company shall have the right, and shall be required (i) at New Member's election, to refuse to sell equity interests in the Company or any equity interests in the License Companies (as such term is defined in the Purchase Agreement) to any Foreign Owner (as defined below) if any such transaction would, under the Communications Act or other applicable law, adversely impact New Member's ability to hold its then existing equity interest in the Company, and (ii) at the election of any Stockholder, to repurchase such equity interests in the Company, to the extent necessary to comply with applicable foreign ownership restrictions, first, from all persons, other than the Stockholders, who hold Foreign Ownership Interests (as defined below), and thereafter from each of the Stockholders who hold Foreign Ownership Interests, on a pro rata basis (based on the percentage of foreign ownership attributable to each Stockholder), in each case, for an amount in cash (to the extent permitted by the Delaware corporation law) equal to the "fair market value" of the equity interests repurchased. If the class of equity interests to be repurchased (or conversion equivalent) is publicly traded, "fair market value" shall be the closing price per share or unit of such equity interest (or conversion equivalent) on the trading dayday immediately preceding the date of such repurchase and, if the class of equity interests to be repurchased (or conversion equivalent) is not 11 publicly traded, "fair market value" shall be determined by the Board of Directors. In the event that (i) all or any portion of a Stockholder's equity interest in the Company is to be repurchased pursuant to this Section 16, (ii) such class of equity interests (or conversion equivalent) is not publicly traded and (iii) such Stockholder disputes, by notice to the Company within forty-five (45) days after receipt of notice from the Board of Directors of the Board of Director's fair market value determination (a "Valuation Dispute Notice"), then "fair market value" shall be determined by two appraisers selected by the Company and such Stockholder, respectively, within forty-five (45) days after delivery of the Valuation Dispute Notice. If the appraisers chosen by the Company and such Stockholder cannot reach an agreement within 30 days of their appointment, "fair market value" shall be determined by a third appraiser to be selected by the original appraisers chosen by such Stockholder and the Company within 10 days thereafter. "Foreign Owner" shall mean: (a) any person who is a citizen of a country other than the United States, (b) any corporation or other legal entity organized under the laws of any government other than the government of the United States or of any state, territory or possession of the United States, (c) any government other than the government of the United States or of any state, territory or possession of the United States, or (d) any representative of any of the foregoing, or any entity owned, or whose capital was contributed, in whole or in part, by any of the foregoing; and "Foreign Ownership Interests" shall mean any equity interests in the Company or equity interests in the License Companies held by a Foreign Owner.

Foreign Ownership Limitation. (a) The Company shall have the right to limit New Member's ownership of the Company to ensure that it does not violate the foreign ownership limitations imposed by the Communications Act of 1934, as amended, and by the regulations and decisions of the Federal Communications Commission (collectively, the "Communications Act"). (b) If at any time after the date hereof the Company is required by a change in the law or other circumstance to reduce the level of foreign ownership of the Company, and absent the Company's ability to obtain a waiver (which the Company will use all reasonable efforts to obtain), the Company shall have the right, and shall be required (i) at New Member's election, to refuse to sell equity interests in the Company or any equity interests in the License Companies (as such term is defined in the Purchase Agreement) to any Foreign Owner (as defined below) if any such transaction would, under the Communications Act or other applicable law, adversely impact New Member's ability to hold its then existing equity interest in the Company, and (ii) at the election of any Stockholder, to repurchase such equity interests in the Company, to the extent necessary to comply with applicable foreign ownership restrictions, first, from all persons, other than the Stockholders, who hold Foreign Ownership Interests (as defined below), and thereafter from each of the Stockholders who hold Foreign Ownership Interests, on a pro rata basis (based on the percentage of foreign ownership attributable to each Stockholder), in each case, for an amount in cash (to the extent permitted by the Delaware corporation law) equal to the "fair market value" of the equity interests repurchased. If the class of equity interests to be repurchased (or conversion equivalent) is publicly traded, "fair market value" shall be the closing price per share or unit of such equity interest (or conversion equivalent) on the trading dayday immediately preceding the date of such repurchase and, if the class of equity interests to be repurchased (or conversion equivalent) is not publicly traded, "fair market value" shall be determined by the Board of Directors. In the event that (i) all or any portion of a Stockholder's equity interest in the Company is to be repurchased pursuant to this Section 16, (ii) such class of equity interests (or conversion equivalent) is not publicly traded and (iii) such Stockholder disputes, by notice to the Company within forty-five (45) days after receipt of notice from the Board of Directors of the Board of Director's fair market value determination (a "Valuation Dispute Notice"), then "fair market value" shall be determined by two appraisers selected by the Company and such Stockholder, respectively, within forty-five (45) days after delivery of the Valuation Dispute Notice. If the appraisers chosen by the Company and such Stockholder cannot reach an agreement within 30 days of their appointment, "fair market value" shall be determined by a third appraiser to be selected by the original appraisers chosen by such Stockholder and the Company within 10 days thereafter. "Foreign Owner" shall mean: (a) any person who is a citizen of a country other than the United States, (b) any corporation or other legal entity organized under the laws of any government other than the government of the United States or of any state, territory or possession of the United States, (c) any government other than the government of the United States or of any state, territory or possession of the United States, or (d) any representative of any of the foregoing, or any entity owned, or whose capital was contributed, in whole or in part, by any of the foregoing; and "Foreign Ownership Interests" shall mean any equity interests in the Company or equity interests in the License Companies held by a Foreign Owner.