Common use of Right to Maintain Proportionate Ownership Clause in Contracts

Right to Maintain Proportionate Ownership. (a) In the event (i) the Company desires to sell and issue units of its membership interests or rights, options or other securities exercisable for or convertible into units of its membership interests (directly or indirectly) and whether or not such right or option or other security is immediately exercisable or convertible ("Units"), or (ii) the Corporation desires to sell and issue shares of its capital stock or rights, options or other securities exercisable for or convertible into shares of its capital stock (directly or indirectly) and whether or not such right or option or other security is immediately exercisable or convertible ("Shares") (with Units and Shares referred to collectively as the "Equity Securities" and the Company and the Corporation referred to herein collectively as "Entravision"), then Entravision shall first notify each Holder of the material terms of the proposed sale (including price and number of Equity Securities to be offered) and shall permit each Holder to acquire, at the time of consummation of such proposed issuance and sale and on such terms as are specified in Entravision's notice pursuant hereto, such number of Equity Securities proposed for issuance and sale as would be required to enable each to maintain its ownership rights in Entravision following such issuance, on an as-converted, and/or exercised, fully diluted percentage basis (without regard to reserved but unissued options), at the level maintained by it immediately prior to such proposed issuance. The Holders shall each have fifteen (15) days after the date of any such notice to elect by notice to Entravision to purchase such Equity Securities on such terms and at the time the proposed sale is consummated. For the purposes of determining the number of Equity Securities held by a Holder, transferee or assignee of Equity Securities the holdings of "affiliates" (as defined in Rule 405 under the Act), affiliated partnerships and other entities, constituent or retired partners of such partnerships (as well as Family Members of such partners or spouses who acquire Equity Securities by gift, will or intestate succession) shall be aggregated together with such affiliates, partnership and its affiliated partnerships and other entities. Each Holder shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates (or to assign such right of first offer to such partners and affiliates) in such proportions as it deems appropriate.

Right to Maintain Proportionate Ownership. (ai) In the event (i) the Company desires to sell and issue units of its membership interests or rights, options or other securities exercisable for or convertible into units of its membership interests (directly or indirectly) and whether or not such right or option or other security is immediately exercisable or convertible ("Units"), or (ii) the Corporation desires to sell and issue shares of its capital stock or rights, options or other securities exercisable for or convertible into shares of its capital stock (directly or indirectly) and whether or not such right or option or other security is immediately exercisable or convertible ("“Shares") (with Units and Shares referred to collectively as the "Equity Securities" and the Company and the Corporation referred to herein collectively as "Entravision"”), then Entravision the Company shall first notify each Holder of the material terms of the proposed sale (including price and number of Equity Securities to be offered) and shall permit each Holder such Holders to acquire, at the time of consummation of such proposed issuance and sale and on such terms as are specified in Entravision's the Company’s notice pursuant hereto, such number of Equity Securities Shares proposed for issuance and sale as would be required to enable each to maintain its voting and ownership rights in Entravision the Company following such issuance, on an as-converted, and/or exercised, fully fully-diluted percentage basis (without regard to reserved but unissued options)basis, at the a level maintained by it immediately prior to such proposed issuance. The Holders Each Holder shall each have fifteen thirty (1530) days after the date of any such notice to elect by notice to Entravision the Company to purchase any such Equity Securities Shares on such terms and at the time the proposed sale is consummated. If any Holder does not agree to purchase its full allotment of such Shares within such 30-day period (including by operation of a waiver under Section 7(g)), the Company shall notify each Holder that has elected to purchase its full allotment of such Shares of the number of Shares that were not subscribed for. Each such Holder shall then have ten (10) days to elect by notice to the Company to purchase its pro rata portion of the remaining Shares not purchased by such non-purchasing Holders. For the purposes of determining the number of Equity Securities Shares held by a Holder, transferee or assignee of Equity Securities Shares, the holdings of "affiliates" Affiliates, partners (as defined in Rule 405 under the Act), affiliated partnerships and other entities, constituent or members) or retired partners (or retired members) of such partnerships (as well as Family Members assigning or transferring Holder, or the estates and family members of such partners or spouses who acquire Equity Securities by gift, will or intestate succession) any persons and any trusts for the benefit of any of the foregoing persons shall be aggregated together with such affiliatesassigning or transferring Holder; provided that all assignees and transferees who would not qualify individually for assignment of rights hereunder shall have a single attorney-in-fact for the purpose of exercising any rights, partnership and its affiliated partnerships and other entities. Each Holder shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates (receiving notices or to assign such right of first offer to such partners and affiliates) in such proportions as it deems appropriatetaking any action under this Section 2(c).