Licensee Election Clause Samples

Licensee Election. In the event that Licensee or one of its controlled Affiliates accepts the opportunity to acquire the Carve Out Business, Licensor will, at its election, either (i) permit Licensee to negotiate the acquisition of the Carve Out Business with the seller of the Carve Out Business and pay all costs relating to such acquisition (and in any event Grupo Televisa can pursue the acquisition of the larger business other than the Carve Out Business); or (ii) require Licensee, as promptly as reasonably practicable (in the context of the circumstances of the particular acquisition) following the closing of Grupo Televisa’s acquisition of the larger business, to purchase the Carve Out Business in exchange for a cash payment to Grupo Televisa equal to the agreed fair market value of the Carve Out Business (based upon the value that would reasonably be expected to be obtained in a sale of the entire Carve Out Business as a going concern with no discount as a result of illiquidity or otherwise) and Grupo Televisa and Licensee will negotiate in good faith the carve out of the Carve Out Business as a separate business from the larger acquisition (including, if applicable, one-time and/or ongoing arms-length payment(s) for content and/or any other rights, assets or services from the larger business). If the fair market value of the Carve Out Business cannot be agreed by Grupo Televisa and Licensee after thirty (30) days, the fair market value shall be determined by the Independent Appraiser Process. If Licensee or one of its controlled Affiliates acquires the Carve Out Business and elects (by written notice to Licensor) to and is permitted hereunder to Broadcast any Licensed Content on the Carve Out Business, the revenues relating to such Carve Out Business will become part of the Royalty Base to the same extent as revenues would have been included (subject to applicable deductions or exclusions, if any) in the Royalty Base if the Carve Out Business had been initially developed by Licensee. If Licensee does not accept the opportunity to acquire the Carve Out Business within the sixty (60) day period, or does so but does not acquire the Carve Out Business, is not pursuing negotiations in good faith with the seller, or it would not be commercially feasible to carve out the Carve Out Business despite Licensor’s use of its commercially reasonable efforts, Grupo Televisa may acquire or retain the Carve Out Business, as part of the larger acquisition, and any Audiovisual Content th...

Licensee Election. Within thirty (30) days of being so notified, Licensee may notify Licensor that it elects in good faith to participate in the Proposed New Business, in which case Univision Group and Grupo Televisa may participate in the Proposed New Business such that Univision Group, on the one hand, and Grupo Televisa, on the other hand, will each have a 50% economic and voting interest in the Proposed New Business (or such other allocation of economic and voting interests as agreed by Licensee and Licensor in good faith). Licensee and Licensor will agree in good faith on the business and financial objectives and business plan and the management of the Proposed New Business. In such event, the parties shall mutually agree on the appropriate treatment and allocation of revenues derived or generated from, and costs paid or incurred with respect to, the Proposed New Business. In the event that Licensee does not notify Licensor within the 30-day period that it elects to participate in the Proposed New Business, then Univision Group will be permitted to, within a reasonable time period, enter into the Proposed New Business and any Audiovisual Content that is related to the Proposed New Business will be “Univision Proposed New Business Content” (and shall be subject to the limitations set forth in the definition of “Univision Publications Content”, other than clause (b) of such definition (as such Audiovisual Content must instead relate to, or complement, the Proposed New Business and not a Univision Publication)).

Licensee Election. In the event that Grupo Televisa accepts the opportunity to participate in the Stand Alone Business, then Univision Group may acquire fifty percent (50%) of the Stand Alone Business with Grupo Televisa acquiring fifty percent (50%) (or such other allocation of ownership as agreed by Licensee and Licensor in good faith), and Licensee and Licensor will agree in good faith on the business and financial objectives and business plan and the management of the Stand Alone Business. In such event, the parties shall mutually agree on the appropriate treatment and allocation of revenues derived or generated from, and costs paid or incurred with respect to, the Stand Alone Business. If Grupo Televisa does not accept the opportunity to participate in the acquisition of the Stand Alone Business within thirty (30) days (or shorter period if necessary so as not to lose the opportunity (e.g. if the bid deadline does not permit a thirty (30)-day period)) of Univision Group’s offer, or does not participate in such opportunity to acquire fifty percent (50%) of such Stand Alone Business, Univision Group may, within a reasonable period of time, seek to acquire and acquire the Stand Alone Business and any Audiovisual Content that is related to the Stand Alone Business will be “Univision Stand Alone Business Content”.

Licensee Election. In the event that Licensee or one of its controlled Affiliates accepts the opportunity to attempt to acquire the Stand Alone Business, then Licensee will negotiate the proposed acquisition in good faith with the seller of the Stand Alone Business and pay all costs relating to the acquisition. If Licensee or one of its controlled Affiliates acquires the Stand Alone Business, and Licensee elects (by written notice to Licensor) and is permitted hereunder to Broadcast any Licensed Content on such Stand Alone Business, the revenues relating to such Stand Alone Business will become part of the Royalty Base to the same extent as revenues would have been included (subject to applicable deductions or exclusions, if any) in the Royalty Base if the Stand Alone Business had been initially engaged in by Licensee. If Licensee and its controlled Affiliates do not accept the opportunity to acquire the Stand Alone Business within thirty (30) days (or shorter period if necessary so as not to lose the opportunity (e.g. if the bid deadline does not permit a thirty (30)-day period)) of Grupo Televisa’s offer or Licensee and its controlled Affiliates do not acquire the Stand Alone Business, are not actively pursuing negotiations in good faith with the seller, Grupo Televisa may, within a reasonable period of time, seek to acquire and acquire the Stand Alone Business and any Audiovisual Content that is related to the Stand Alone Business will be “Televisa Stand Alone Business Content”.

Licensee Election. In the event that Licensee or one of its controlled Affiliates accepts the opportunity to participate in the Carve Out Business, then Univision Group may acquire or retain fifty percent (50%) of the Carve Out Business with Grupo Televisa acquiring fifty percent (50%) (or such other allocation of ownership as agreed by Licensee and Licensor in good faith) and Licensee and Licensor will agree in good faith on the business and financial objectives and business plan and the management of the Carve Out Business. In such event, the parties shall mutually agree on the appropriate treatment and allocation of revenues derived or generated from, and costs paid or incurred with respect to, the Carve Out Business. In no event shall this Section 16.3(b) restrict or impede the ability of Univision Group to undertake and consummate an acquisition of the larger business. If Licensee does not accept the opportunity to participate in the acquisition of the Carve Out Business within the sixty (60) day period, or does not participate in such opportunity to acquire fifty percent (50%) of such Carve Out Business, Univision Group may acquire or retain the Carve Out Business, as part of the larger acquisition, and any Audiovisual Content that is related to the Carve Out Business will be “Univision Carve Out Business Content”.

Licensee Election. Within thirty (30) days of being so notified, Licensee may notify Licensor that it elects in good faith to enter into the Proposed New Business and, in that case, if Licensee or one of its controlled Affiliates enters into and reasonably develops that Proposed New Business within a reasonable time period, then Grupo Televisa will not pursue such Proposed New Business and the revenues relating to the Proposed New Business will become part of the Royalty Base to the same extent as revenues would have been included (subject to applicable deductions or exclusions, if any) in the Royalty Base if the Proposed New Business had been initially developed by Licensee. If Licensee elects to enter the Proposed New Business, Licensee (i) will consult with Licensor in good faith on the initial business and financial objectives for the Proposed New Business and the initial business plan; (ii) will provide to Licensor the final version of such business plan; and (iii) will provide BMPI’s board of directors (or an appropriate committee thereof which includes a Grupo Televisa representative) with quarterly updates on the performance of the Proposed New Business. In the event that Licensee does not notify Licensor within the 30-day period that it elects to enter the Proposed New Business or Licensee or one of its controlled Affiliates does not thereafter reasonably and actively develop the Proposed New Business within a reasonable time period, then Grupo Televisa will be permitted to, within a reasonable time period, enter into the Proposed New Business and any Audiovisual Content that is related to the Proposed New Business will be “Televisa Proposed New Business Content” (and shall be subject to the limitations set forth in the definition of “Televisa Publications Content”, other than clause (b) of such definition (as such Audiovisual Content must instead relate to, or complement, the Proposed New Business and not a Televisa Publication)).

Licensee Election. Within thirty (30) days after receiving an Abandonment Notice, LICENSEE may elect in writing to assume responsibility for the prosecution, maintenance, and defense of the Abandoned Patent Right in the specified jurisdiction. Upon such election: (i) LICENSEE shall control the matter at its own expense from the date of election; (ii) UNM RAINFOREST INNOVATIONS shall, within ten (10) business days, deliver the complete prosecution file and execute all documents reasonably required to transfer control, including powers of attorney naming LICENSEE or its counsel as representative before the applicable patent office or court; and (iii) the Abandoned Patent Right shall remain subject to the exclusive license granted to LICENSEE under this Agreement.

Licensee Election. Within thirty (30) days after the final determination of Prevailing Market Rate, Licensee shall notify Port in writing of Licensee's election to pay the Extension Term Licensee Fee in one lump sum payment or on an annual basis. (i) If Licensee elects to pay the Extension Term License Fee in one lump sum, then such amount will equal the then present value as of the Extension Term Commencement Date, discounted at 6.5%. (ii) If Licensee elects to pay the Extension Term License Fee on an annual basis, then Licensee shall pay the annual Extension Term License Fee in advance on or before the first day of each Anniversary Date during the Extension Term. Throughout the Extension Term, the Extension Term License Fee shall be adjusted on each Anniversary Date to equal one hundred three percent (103%) of the License Fee in effect immediately prior to such applicable Anniversary Date. The annual Extension Term License Fee shall be paid without prior demand and without any deduction, setoff or counterclaim whatsoever.