Common use of Transfers to Competitors Clause in Contracts

Transfers to Competitors. No Stockholder shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to a Competitor (for the avoidance of doubt, which term shall not include Televisa) without the prior written approval of the Board as set forth below. If any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as (i) the Tag Along Notice, if any, delivered pursuant to Section 4.1, (ii) the Sale Notice, if any, delivered pursuant to Section 4.6, (iii) the Sponsor Sale Notice, if any, delivered pursuant to Section 4.7 or (iv) the Merger Exit Notice, if any, delivered pursuant to Section 4.8; provided, that in the case of clauses (i)-(iv) such notice includes all of the information required by the next sentence) to the Company and each PITV Investor Group at least ten (10) Business Days prior to such proposed Transfer. Such notice shall set forth the material terms of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer (if known). If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Board to be a Competitor and such determination has not been reversed by written notice to all Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Board to be a Competitor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7) Business Days after the date of delivery of the notice required by the second sentence of this Section 3.3.1, the Board delivers written notice to the Prospective Selling Stockholder that such Prospective Buyer has been designated a Competitor. If, within such time period, a notice designating such Prospective Buyer a Competitor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. In the event any proposed Transfer to a Competitor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along Sellers.

Transfers to Competitors. No Stockholder During the term of this Agreement, each of the Investors and Holders agrees that it shall not knowingly Transfer any Shares pursuant interest it may now or hereafter hold in the capital stock of the Company to Sections 3.1.1, 3.1.4 or 3.1.5 to a any "Competitor of the Company" (for the avoidance of doubt, which term shall not include Televisaas defined below) without the prior written approval consent of a majority of the disinterested members of the Board of Directors. The parties hereby acknowledge that a director shall not be deemed to be "interested" for the purposes of any determination made pursuant to this Section 21 by the mere fact that he or she is affiliated with an entity that holds shares of the same or a different class or series of the capital stock of the Company as those proposed to be Transferred. For the purposes of this Section 21, "Competitor of the Company" shall mean any Person listed on Schedule IV hereto immediately prior to the time that the Board of Directors is notified of the proposed Transfer. The parties hereto acknowledge and agree that Schedule IV may be amended from time to time by the written consent of a majority of the Board of Directors, such majority to include at least one of the directors nominated by the holders of the Series D Preferred Stock; provided, however, that any director that is deemed to be then "interested" in the substance of such amendment to Schedule IV shall not be included in the determination of such majority. Moreover, the parties hereto acknowledge and agree that the restrictions set forth in this Section 21 shall not apply in connection with any "Sale of the Company" (as defined below) that is approved by a majority of the Board of Directors, such majority to include at least one of the directors nominated by the holders of the Series D Preferred Stock. If For the purposes of this Section 21, a "Sale of the Company" shall mean any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as (i) consolidation or merger of the Tag Along Notice, if any, delivered pursuant Company into or with any other Person or Persons which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to Section 4.1be issued or paid by any such Person or affiliate thereof (except a consolidation or merger into a Subsidiary or merger in which the Company is the surviving corporation and the holders of the Company's voting stock outstanding immediately prior to the transaction hold a majority of the voting stock of the Company outstanding immediately following the transaction), (ii) sale or transfer by the Sale NoticeCompany of a substantial portion of its assets, if any, delivered pursuant to Section 4.6, or (iii) sale of a majority of the Sponsor Sale Notice, if any, delivered pursuant outstanding capital stock in a single transaction or a series of related transactions (such that after giving effect to Section 4.7 such sale or (iv) series of sales less than a majority of outstanding voting power of the Merger Exit Notice, if any, delivered pursuant Company would be held by stockholders of the Company immediately prior to Section 4.8such event or the first of such series of events); provided, however, that for the purposes of item (iii) above, in no event shall a Transfer of shares of Series D Preferred Stock (or the case of clauses (i)-(ivCommon Stock issuable upon conversion thereof) such notice includes all that is not in connection with corporate reorganization or sale of the information required by the next sentence) to the Company and each PITV Investor Group at least ten (10) Business Days prior to such proposed Transfer. Such notice shall set forth the material terms of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer (if known). If the Prospective Buyer (or an Affiliate thereof) has previously been determined approved by the Board of Directors be deemed to be a Competitor and such determination has not been reversed by written notice to all Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval Sale of the Board; provided that any consideration of such Transfer by Company within the Board shall exclude any designees meaning of the Prospective Selling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Board to be a Competitor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7) Business Days after the date of delivery of the notice required by the second sentence provisions of this Section 3.3.1, 21 unless a majority of the Board delivers written notice of Directors, including at least one (1) director that was not elected solely by the holders of Series D Preferred Stock pursuant to paragraph B.1C of Article FOURTH of the Prospective Selling Stockholder Company's Amended and Restated Certificate of Incorporation, shall determine in good faith that such Prospective Buyer has been designated Transfer should, based on the facts and circumstances, be deemed a Competitor. If, within such time period, a notice designating such Prospective Buyer a Competitor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval Sale of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. In the event any proposed Transfer to a Competitor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along SellersCompany.

Transfers to Competitors. No Stockholder During the term of this Agreement, each of the Investors and Holders agrees that it shall not knowingly Transfer any Shares pursuant interest it may now or hereafter hold in the capital stock of the Company to Sections 3.1.1, 3.1.4 or 3.1.5 to a any "Competitor of the Company" (for the avoidance of doubt, which term shall not include Televisaas defined below) without the prior written approval consent of a majority of the disinterested members of the Board of Directors. The parties hereby acknowledge that a director shall not be deemed to be "interested" for the purposes of any determination made pursuant to this Section 21 by the mere fact that he or she is affiliated with an entity that holds shares of the same or a different class or series of the capital stock of the Company as those proposed to be Transferred. For the purposes of this Section 21, "Competitor of the Company" shall mean any Person listed on Schedule IV hereto immediately prior to the time that the Board of Directors is notified of the proposed Transfer. The parties hereto acknowledge and agree that Schedule IV may be amended from time to time by the written consent of a majority of the Board of Directors, such majority to include at least one of the directors nominated by the holders of the Series D Preferred Stock; provided, however, that any director that is deemed to be then "interested" in the substance of such amendment to Schedule IV shall not be included in the determination of such majority. Moreover, the parties hereto acknowledge and agree that the restrictions set forth in this Section 21 shall not apply in connection with any "Sale of the Company" (as defined below) that is approved by a majority of the Board of Directors, such majority to include at least one of the directors nominated by the holders of the Series D Preferred Stock. If For the purposes of this Section 21, a "Sale of the Company" shall mean any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as (i) consolidation or merger of the Tag Along Notice, if any, delivered pursuant Company into or with any other Person or Persons which results in the exchange of outstanding shares of the Company for securities or other consideration issued or paid or caused to Section 4.1be issued or paid by any such Person or affiliate thereof (except a consolidation or merger into a Subsidiary or merger in which the Company is the surviving corporation and the holders of the Company's voting stock outstanding immediately prior to the transaction hold a majority of the voting stock of the Company outstanding immediately following the transaction), (ii) sale or transfer by the Sale NoticeCompany of a substantial portion of its assets, if any, delivered pursuant to Section 4.6, or (iii) the Sponsor Sale Notice, if any, delivered pursuant to Section 4.7 or (iv) the Merger Exit Notice, if any, delivered pursuant to Section 4.8; provided, that in the case sale of clauses (i)-(iv) such notice includes all a majority of the information required by the next sentence) outstanding capital stock in a single transaction or a series of related transactions (such that after giving effect to such sale or series of sales less than a majority of outstanding voting power of the Company and each PITV Investor Group at least ten (10) Business Days would be held by stockholders of the Company immediately prior to such proposed Transfer. Such notice event or the first of such series of events); PROVIDED, HOWEVER, that for the purposes of item (iii) above, in no event shall set forth a Transfer of shares of Series D Preferred Stock (or the material terms Common Stock issuable upon conversion thereof) that is not in connection with corporate reorganization or sale of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer (if known). If the Prospective Buyer (or an Affiliate thereof) has previously been determined Company approved by the Board of Directors be deemed to be a Competitor and such determination has not been reversed by written notice to all Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval Sale of the Board; provided that any consideration of such Transfer by Company within the Board shall exclude any designees meaning of the Prospective Selling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Board to be a Competitor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7) Business Days after the date of delivery of the notice required by the second sentence provisions of this Section 3.3.1, 21 unless a majority of the Board delivers written notice of Directors, including at least one (1) director that was not elected solely by the holders of Series D Preferred Stock pursuant to paragraph B.1C of Article FOURTH of the Prospective Selling Stockholder Company's Amended and Restated Certificate of Incorporation, shall determine in good faith that such Prospective Buyer has been designated Transfer should, based on the facts and circumstances, be deemed a Competitor. If, within such time period, a notice designating such Prospective Buyer a Competitor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval Sale of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. In the event any proposed Transfer to a Competitor is approved in accordance with the foregoing, such approval shall also apply to Transfers made to such Prospective Buyer by any Tag Along SellersCompany.