Licensee Election Sample Clauses

Licensee Election. If Licensee wishes to stream such a live event to which Univision Group owns or controls the live Internet streaming Broadcast rights in the Territory, it shall have the exclusive rights to do so in the Licensed Media during the Term to the full extent of rights owned or controlled by Univision Group now or in the future, provided it agrees to comply with the Promotional Obligations (and such other terms and conditions) contained in the above notice. If Licensee does not wish to stream such live event, or does not agree to satisfy the Promotional Obligations or other terms and conditions, Univision Group may Broadcast the live event by way of Internet streaming in the Territory, so long as Univision Group satisfies the Promotional Obligations, and the other terms and conditions applicable to such live event (subject to de minimis differences) as provided in the above notice.
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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”.
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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...
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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)).
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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”.
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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”.
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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)).
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Related to Licensee Election

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Joint Election As a condition of the Units granted hereunder, you agree to accept any liability for secondary Class 1 National Insurance Contributions (the “Employer NICs”), which may be payable by the Company or your Employer with respect to the Units and/or payment of the Units and issuance of Shares pursuant to the Units, the assignment or release of the Units for consideration, or the receipt of any other benefit in connection with the Units. Without limitation to the foregoing, you agree to make an election (the “Election”), in the form specified and/or approved for such election by HMRC, that the liability for your Employer NICs payments on any such gains shall be transferred to you to the fullest extent permitted by law. You further agree to execute such other elections as may be required between you and any successor to the Company and/or your Employer. You hereby authorize the Company and your Employer to withhold such Employer NICs by any of the means set forth in Section III of the Agreement. Failure by you to enter into an Election, withdrawal of approval of the Election by HMRC or a joint revocation of the Election by you and the Company or your Employer, as applicable, shall be grounds for the forfeiture and cancellation of the Units, without any liability to the Company or your Employer.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Election Form The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.

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