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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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.
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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.

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • 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 (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • 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.

  • Net Issue Election The holder hereof may elect to receive, without the payment by such holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, at the office of the Company. Thereupon, the Company shall issue to such holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

  • Shift Selection Employee assignments within the Patrol Bureau will occur between approximately April 1-15 and shall be awarded based upon seniority. Approximately three (3) months before then the Department will publish a call for written requests on shift assignment. Employees will make their first three (3) choices known. Employees will learn of the assignment, including days off associated with their assignment, immediately after the bidding process is completed. Assignments will take effect on the schedule immediately following July 1st. Residence Hall assignments will be made prior to all others. No officer will be required to work a Residence Hall assignment in consecutive years. Assignment of the remaining officers will begin with selection(s) for day and night shifts. The bid for assignments will continue until all positions are filled. The following general rules apply to assignments: 1. During the term of this Agreement, no employee will be reassigned to a different shift other than the shift awarded by seniority except in situations where the University cannot continue to provide police services. In the event a shift reassignment must occur, it will be offered to volunteers based on seniority. If there are no volunteers it will be assigned to the least senior officer in the department. 2. Shift selection shall be an appropriate subject for the Joint Labor/Management Committee. 3. If a shift becomes available as a result of trainees being released for duty, and if there is at least four (4) months until the next shift change, the shift will be posted and awarded by seniority. The new trainee released for duty will take the senior officers shift. If no employee desires the shift, the trainee scheduled for assignment will be assigned that shift. The parties recognize that for the betterment of the Department it may be necessary to assign a trainee to a specific shift. 4. Voluntary shift trades will be allowed as long as overtime costs are not incurred. 5. Except in a bona fide emergency, no employee shall be assigned to work more than sixteen (16) hours in a twenty-four (24) hour period, provided however employees may volunteer to work up to eighteen (18) hours in a twenty-four (24) hour period.

  • Section 83(b) If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.

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