Common use of Foreign Ownership Restrictions Clause in Contracts

Foreign Ownership Restrictions. In the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, that any of the Televisa Investors cannot exercise their rights under this Section 3.1 to the full extent set forth herein (or any lesser extent that the Televisa Investors desire to obtain) because of any Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right), assign such rights to (a) any FCC-Approved Trust, (b) any other Person (other than a Competitor) while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (c) any other Person (other than a Competitor) if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company and provided, in either case in this clause (c) that (x) Televisa or a Televisa Investor, as applicable, may not assign any rights to any of the foregoing Persons if such assignment would cause such Person or the Company to be in violation of any applicable Laws or regulations, including the Federal Communications Laws, and (y) Televisa seeks regulatory or judicial relief related to such order or investigation within four (4) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (c) of the preceding sentence, prior to the four (4) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares to a Televisa Investor or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 3.1.8, the FCC-Approved Trust or other Person to which such assignment is made shall become a party to this Agreement as a “Televisa Investor”, if Televisa is then a Major Investor, or as an “Other Stockholder,” if Televisa is then no longer a Major Investor. Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, that an acquisition of Shares by a Televisa Investor pursuant to this Section 3.1 would not be prudent in light of applicable Law, then, at Televisa’s election, after Televisa acquired such Shares pursuant to this Section 3.1, the Company shall exchange such Shares that Televisa acquired pursuant to this Section 3.1 for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired pursuant to this Section 3.1.

Foreign Ownership Restrictions. In the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, believes that any of the Televisa Investors it cannot exercise their its rights under this Section 3.1 4.6 to the full extent set forth herein (or any lesser extent that the Televisa Investors desire to obtain) because of any Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company Company, (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right), ) assign such rights to (a) any FCC-Approved Trust, (b) any other Person (other than a Competitor) while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (c) any other Person (other than a Competitor) if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from ***** 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 FCC of an investigation with respect to Televisa’s ownership of the Company and provided, provided in either case in this clause (c) that (x) Televisa or a Televisa Investor, as applicable, may not assign any rights to any of the foregoing Persons if such assignment would cause such Person or the Company to be in violation of any applicable Laws or regulations, including the Federal Communications Laws, and (y) Televisa seeks regulatory or judicial relief related to such order or investigation within four six (46) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (c) of the preceding sentence, prior to the four six (46) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares to a Televisa Investor or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 3.1.84.6.9, the FCC-Approved Trust or other Person to which such assignment is made shall become a party to this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement as a “Televisa Investor”, if Televisa is then a Major Investor, or as an “Other Stockholder,.” if Televisa is then no longer a Major Investor. Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, believes that an acquisition of Shares by a Televisa Investor pursuant to this Section 3.1 4.6 would not be prudent in light of applicable Law, then, at Televisa’s election, after Televisa acquired such Shares pursuant to this Section 3.14.6, the Company shall exchange such Shares that Televisa acquired pursuant to this Section 3.1 4.6 for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired pursuant to this Section 3.14.6.

Foreign Ownership Restrictions. In the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, believes that any of the Televisa Investors it cannot exercise their its rights under this Section 3.1 4.6 to the full extent set forth herein (or any lesser extent that the Televisa Investors desire to obtain) because of any Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company Company, (it being agreed that any such assignment shall be the decision of Televisa and the Company shall have no consent right), ) assign such rights to (a) any FCC-Approved Trust, (b) any other Person (other than a Competitor) while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (c) any other Person (other than a Competitor) if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company and provided, provided in either case in this clause (c) that (x) Televisa or a Televisa Investor, as applicable, may not assign any rights to any of the foregoing Persons if such assignment would cause such Person or the Company to be in violation of any applicable Laws or regulations, including the Federal Communications Laws, and (y) Televisa seeks regulatory or judicial relief related to such order or investigation within four six (46) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (c) of the preceding sentence, prior to the four six (46) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares to a Televisa Investor or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 3.1.84.6.9, the FCC-Approved Trust or other Person to which such assignment is made shall become a party to this Agreement, the Principal Investor Agreement and the Participation, Registration Rights and Coordination Agreement as a “Televisa Investor”, if Televisa is then a Major Investor, or as an “Other Stockholder,.” if Televisa is then no longer a Major Investor. Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, believes that an acquisition of Shares by a Televisa Investor pursuant to this Section 3.1 4.6 would not be prudent in light of applicable Law, then, at Televisa’s election, after Televisa acquired such Shares pursuant to this Section 3.14.6, the Company shall exchange such Shares that Televisa acquired pursuant to this Section 3.1 4.6 for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired pursuant to this Section 3.14.6.

Foreign Ownership Restrictions. In the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, that any of the Televisa Investors cannot Investors’ exercise of their rights under this Section 3.1 right to purchase Subject Securities to the full extent set forth herein under this Section 4.2 (or any lesser extent amount that the Televisa Investors desire to obtainbe issued to them) because of any could reasonably be expected to be subject to regulatory review due to, or restricted by, Foreign Ownership Restrictions, Televisa or a then each Televisa Investor may, but is not required to, after notice to, and an opportunity for comment by, the Company (it being agreed that any such assignment shall be the sole decision of Televisa and the Company shall have no consent right), ) assign such participation rights to (ai) any an FCC-Approved Trust, (bii) any other Person (other than a Competitor) while regulatory or judicial relief is being sought with respect to such Foreign Ownership Restrictions or (ciii) any other Person (other than a Competitor) if the FCC has ordered that Televisa reduce its voting or equity ownership in the Company, or Televisa has received written notification from the FCC of an investigation with respect to Televisa’s ownership of the Company Company, and provided, that, in either case in this clause (c) that iii), (x) such Televisa or a Televisa Investor, as applicable, Investor may not assign any participation rights to any of the foregoing Persons if such assignment would cause such Person or the Company to be in violation of any applicable Laws or regulations, including the Federal Communications Laws, and (y) Televisa seeks regulatory or judicial relief related to such order or investigation within four (4) months of the transfer to such Person. The assignment set forth in the preceding sentence shall only be for the period during which such Foreign Ownership Restrictions prevent Televisa from holding such Shares Subject Securities or while Televisa is actively seeking regulatory or judicial relief with respect to the Foreign Ownership Restrictions or from the applicable order or investigation, as applicable (or in the case of clause (ciii) of the preceding sentence, prior to the four (4) month anniversary of the transfer to the other Person and thereafter while Televisa is seeking regulatory or judicial relief related to such order or investigation) and once such period terminates, such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares Subject Securities to a Televisa Investor or as otherwise permitted under the Transaction Documents or otherwise comply with the terms of any applicable order of the FCC or regulatory or judicial decision. Upon any such assignment set forth in this Section 3.1.84.2.6(b), the FCC-Approved Trust or other Person to which such assignment is made shall become a party agree to be bound by the terms of this Agreement in accordance with Section 2.3 (Certain Transferees to Become Parties) as a “Televisa Investor”, ,” if Televisa is then a Major Investor, or as an “Other Stockholder,” if Televisa is then no longer a Major Investor. Not in limitation of the foregoing, in the event that Televisa reasonably and in good faith believes, after consultation with its outside regulatory counsel and with outside regulatory counsel to the Company, that an acquisition of Shares by a Televisa Investor pursuant to this Section 3.1 would not be prudent in light of applicable Law, then, at Televisa’s election, after Televisa acquired such Shares pursuant to this Section 3.1, the Company shall exchange such Shares that Televisa acquired pursuant to this Section 3.1 for warrants in substantially the form of the TV Warrants with an exercise price of $0.01 per share and a number of shares underlying such warrants equal to the number of shares Televisa so acquired pursuant to this Section 3.1.