Common use of Transfer and Exchange of Securities Clause in Contracts

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION Section 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder This Security may be freely transferred, and the rights and obligations hereunder freely assigned, subject to any restrictions on transfers set forth in the Transaction Agreements or under applicable Law. Upon surrender of any Security to the Security Registrar with a request: (x) Company at the address and to register the transfer attention of the Definitive Securities; or designated officer (yeach as specified in Section 9(f) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer or exchange: exchange (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Security that is a Transfer Restricted Security, such request shall be and accompanied by the following additional relevant name, address and other information for notices of each transferee of such Security or part thereof and documents, the receipt of any legal opinion required by the legend set forth on the Security; provided that the Company shall not Discriminate against Televisa or Televisa Investors with respect to requesting such opinion or the form or substance thereof as applicable: (A) if such Transfer Restricted Security is being delivered compared to the opinions the Company requests or declines to request from other stockholders under the other Transaction Agreements in connection with Transfer of Shares by such stockholders), within three Business Days thereafter, the Company shall execute and deliver, at the Company’s expense, one or more new Securities (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Security. Each such new Security Registrar by a Holder for registration in the name of shall be payable to such Holder, without transfer, a certification to that effect from Person as such Holder (may request and shall be substantially in substantially the form of this Security. Each such new Security shall be dated and bear interest from the "Certificate date to be Delivered Upon Exchange which interest shall have been paid on the surrendered Security or Registration dated the date of Transfer of Securities" the surrendered Security if no interest shall have been paid thereon. The restrictions referred to in the legends set forth on the Security shall cease and terminate when such restriction are no longer required in SECTION 203); or order to assure compliance with (Bx) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially or the form of the "Certificate to be Delivered Upon Exchange state securities or Registration of Transfer of Securities" set forth in SECTION 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the “blue sky” laws, including upon registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with shares into which the Securities Actare convertible, or (y) the Transaction Agreements referenced therein, as applicable. At any time following such termination, the Holder shall be entitled to receive from the Company, without expense, new certificates representing the Securities not bearing the legend.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder This Security may be freely transferred, and the rights and obligations hereunder freely assigned, subject to any restrictions on transfers set forth in the Transaction Agreements or under applicable Law. Upon surrender of any Security to the Security Registrar with a request: (x) Company at the address and to register the transfer attention of the Definitive Securities; or designated officer (yeach as specified in Section 9(f)) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register registration of transfer or exchange: exchange (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Security that is a Transfer Restricted Security, such request shall be and accompanied by the following additional relevant name, address and other information for notices of each transferee of such Security or part thereof and documents, the receipt of any legal opinion required by the legend set forth on the Security; provided that the Company shall not Discriminate against Televisa or Televisa Investors with respect to requesting such opinion or the form or substance thereof as applicable: (A) if such Transfer Restricted Security is being delivered compared to the opinions the Company requests or declines to request from other stockholders under the other Transaction Agreements in connection with Transfer of Shares by such stockholders), within three Business Days thereafter, the Company shall execute and deliver, at the Company’s expense, one or more new Securities (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Security. Each such new Security Registrar by a Holder for registration in the name of shall be payable to such Holder, without transfer, a certification to that effect from Person as such Holder (may request and shall be substantially in substantially the form of this Security. Each such new Security shall be dated and bear interest from the "Certificate date to be Delivered Upon Exchange which interest shall have been paid on the surrendered Security or Registration dated the date of Transfer of Securities" the surrendered Security if no interest shall have been paid thereon. The restrictions referred to in the legends set forth on the Security shall cease and terminate when such restriction are no longer required in SECTION 203); or order to assure compliance with (Bx) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially or the form of the "Certificate to be Delivered Upon Exchange state securities or Registration of Transfer of Securities" set forth in SECTION 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the “blue sky” laws, including upon registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with shares into which the Securities Actare convertible, or (y) the Transaction Agreements referenced therein, as applicable. At any time following such termination, the Holder shall be entitled to receive from the Company, without expense, new certificates representing the Securities not bearing the legend.

Transfer and Exchange of Securities. When Definitive Securities are presented by a Holder to the Security Registrar with a request: (x) to register the transfer of the Definitive Securities; or (y) to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, the Security Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange: (i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Security Registrar duly executed by such Holder or by his attorney, duly authorized in writing; and (ii) in the case of a Definitive Security that is a Transfer Restricted Security, such request shall be accompanied by the following additional information and documents, as applicable: (A) if such Transfer Restricted Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION Section 203); or (B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act144A) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 or Rule 904 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION Section 203) or (C) if such Transfer Restricted Security is being transferred in reliance on another exemption from the registration requirements of the Securities Act or the securities laws of any other applicable jurisdiction, a certification to that effect from such Holder (in substantially the form of the "Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities" set forth in SECTION 203) and an Opinion of Counsel from such Holder or the transferee reasonably acceptable to the Company and to the Security Registrar to the effect that such transfer is in compliance with the Securities Act.of