Common use of Withdrawal from Agreement Clause in Contracts

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Common Stock, any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on On and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering Principal Investors own less than 50% of the then outstanding Common StockInterests held by all Principal Investors immediately prior to the Initial Public Offering, any holder of Shares Investor that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect Interests (on behalf of itself and all of its Affiliates that hold SharesInterests), may by written notice to the Company General Partner, Holdings and the Principal Investor Groups, to (a) withdraw all Shares Securities held by such holder and all of its Affiliates from this Agreement and the Registration Rights Agreement (shares Securities withdrawn pursuant to this clause (a), the “Withdrawn SharesSecurities”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares Securities shall cease to be Shares Securities subject to this Agreement and the Registration Rights Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 7 of the GP Shareholders’ Agreement to cause the removal or resignation of any directors managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 4 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn. If, at any time all Principal Investors have become Withdrawing Holders, then any Manager may by written notice to Holdings (a) withdraw all Securities held by such Manager from this Agreement and the Registration Rights Agreement and such Manager shall cease to be a party to this Agreement and the Registration Rights Agreement and shall no longer be subject to the obligations of this Agreement or the Registration Rights Agreement or have rights under this Agreement or the Registration Rights Agreement; provided, furtherhowever, that such Manager shall nonetheless be obligated under Section 4 with respect to any Pending Underwritten Offering to the same extent that such Manager would have been obligated if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawalManager had not withdrawn.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on On and after the first date on which the holders Principal Investor Groups own, directly and through their respective pro rata shares of Shares immediately prior to Freescale Holdings’ ownership in the Qualified Public Offering own Corporation, less than 50% of the then outstanding shares of Common StockStock owned by all Principal Investor Groups, directly and through their respective pro rata shares of Freescale Holdings’ ownership in the Corporation, immediately prior to the Initial Public Offering, any holder owner of Shares shares of Common Stock that, together with its Applicable Affiliates, holds owns, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Sharesown shares of Common Stock), by written notice to the Company board of directors of the Corporation and the Principal Investor Groups, to (ai) withdraw all Shares held shares of Common Stock owned, directly and through such owner’s pro rata share of Freescale Holdings’ ownership in the Corporation, by such holder owner and all of its Affiliates from this Agreement and the Investors Agreement (shares of Common Stock withdrawn pursuant to this clause (ai), the “Withdrawn SharesSecurities”) and (bii) terminate this Agreement with respect to such holder owner and its Affiliates (holders owners and Affiliates withdrawing pursuant to this clause (bii), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares Securities shall cease to be Shares Securities subject to this Agreement and the Investors Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Investors Agreement and shall no longer be subject to the obligations of this Agreement or the Investors Agreement or have rights under this Agreement or the Investors Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 4 of the Investors Agreement with respect to any Pending Underwritten Offering (as defined in the Investors Agreement) to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on On and after the first date on which (x) the holders of Shares immediately prior to the Qualified Initial Public Offering own less than fifty percent (50% %) of the then outstanding Common StockStock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public Offering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Calculation Date (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares) (“Individual Sell-Down Percentage”), by written notice to the Company and the Principal PITV Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares Shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided that any Shares held indirectly (through ownership of Units of XXXX0, XXXX0, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Holders other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that any such Withdrawing Holders, if they are members of a Principal Investor Group, Holder shall cause retain the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V indemnification rights pursuant to Section 3.4 with respect to any Pending Underwritten Offering matter that (a) may be an indemnified liability thereunder, and (b) occurred prior to such withdrawal. The Company shall use its best efforts to provide all Holders a written notice promptly following the first date on which the holders of Shares or the Principal Investors, as applicable, immediately prior to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if Initial Public Offering own less than the Withdrawing Holders hold shares Aggregate Sell-Down Percentage. Any amendment to this Section 7.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Individual Sell-Down Percentage) shall require the consent of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time Majority in Interest of such withdrawalthe holders of Bank Investor Shares.

Withdrawal from Agreement. If the Company consummates a Qualified an Initial Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Initial Public Offering own less than fifty (50% %) of the then outstanding Common StockStock (“Aggregate Sell Down Percentage”), any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares) (“Individual Sell Down Percentage”), by written notice to the Company and the Principal Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 4.5.6 of the Company’s certificate of incorporation to cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if . The Company shall make best efforts to provide all Investors a written notice promptly following the Withdrawing Holders hold shares first date on which the holders of Class A-1 Shares immediately prior to the Initial Public Offering own less than fifty (50%) of the then outstanding Common Stock. Any amendment to this Section 8.3 adversely affecting the Bank Investors (including, Class A-2 Common Stockwithout limitation, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock decreasing the Aggregate Sell Down Percentage or Class A-7 Common Stock, they the Individual Sell Down Percentage) shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at require the effective time consent of such withdrawalthe Majority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Common Stock, any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 4.5.6 of the Company’s certificate of incorporation to cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on On and after the first date on which the holders Investors and the Executive Stockholders hold Shares that in the aggregate represent less than 33% or such greater percentage as a Requisite Capital IV Majority agrees in writing (the “Withdrawal Threshold”) of the Shares held, in the aggregate, by Capital IV, Capital V and the Executive Stockholders immediately prior after the Closing (treating as Shares held immediately after the Closing all shares of Common Stock (and all Equivalent Shares underlying Convertible Securities) issued with respect to the Qualified Public Offering own less than 50% Shares actually held as of such time pursuant to any subsequent stock split, stock dividend, combination, recapitalization or the then outstanding Common Stocklike affecting any of such Shares), any holder of Shares Stockholder that, together with its Applicable Affiliates, holds less than one percent (1%) % of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Sponsor Groups, to (a) withdraw all Shares held by such holder Stockholder and all of its Affiliates from this Agreement (shares Shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder Stockholder and its Affiliates (holders Stockholders and their Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement andAgreement, if applicable, and the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, provided that such a Withdrawing Holders, if they are members of a Principal Investor Group, shall cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless Holder will continue to be obligated under Article V with respect to any Pending Underwritten Offering Transfer or other transaction, whether or not such Withdrawing Holder is a party thereto, with respect to which such Withdrawing Holder has obligations under this Agreement as of such date of delivery to the same extent that they such Withdrawing Holder would have been obligated with respect thereto if they such Withdrawing Holder had not withdrawn; provided, further, that if withdrawn from this Agreement. The Company shall use its best efforts to provide all Stockholders with a written notice promptly following the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at first date on which the effective time of such withdrawalWithdrawal Threshold has been reached.

Withdrawal from Agreement. If the Company consummates a Qualified an Initial Public Offering, then on and after the first date on which (x) the holders of Shares immediately prior to the Qualified Initial Public Offering own less than fifty (50% %) of the then outstanding Common StockStock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public Offering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1 and BMPS3) immediately following the Televisa Closing (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold SharesShares which together represent less than such one percent (1%)) (“Individual Sell-Down Percentage”), by written notice to the Company and the Principal PITV Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares Shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided, that any Shares held indirectly (through ownership of Units of XXXX0, XXXX0, BMPS3 or BMPS4) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal PITV Investor Group, shall comply with, and cause the other members of such PITV Investor Group to comply with, such PITV Investor Group’s obligations under Article II, Section 10 of the Company’s bylaws to cause the removal or resignation of any directors designated by such Principal PITV Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided. The Company shall make best efforts to provide all Investors a written notice promptly following the first date on which the holders of Shares or the Principal Investors, furtheras applicable, that if immediately prior to the Withdrawing Holders hold shares Initial Public Offering own less than the Aggregate Sell-Down Percentage. Notwithstanding the foregoing but subject to the provisions of Class A-1 Common StockSection 3.3.3, Class A-2 Common Stock(I) following the consummation of a Qualified Public Offering, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they Glade Brook Private Investors II LP (“Glade Brook”) shall be deemed permitted to Transfer, substantially pro rata to its general and/or limited partners, up to that number of Shares that, combined with any sales by Glade Brook in any given measurement period for purposes of the Rule 144 group volume limit, Glade Brook would have elected been permitted to convert all Transfer in such applicable period pursuant to Section 4.3 of the Participation, Registration Rights and Coordination Agreement and the proviso in Section 4.1.1(a) of the Participation, Registration Rights and Coordination Agreement, and the Company shall be permitted to issue Shares into Class A-8 Common Stock at to such general partner and/or and limited partners to the effective time extent of such withdrawalpermitted Transfer (such Transferred Shares being referred to as the “Glade Brook Transferred Shares”), (II) issuance referred to in the foregoing clause (I) may be made without regard to the rights of participation set forth in Article 2 of the Participation, Registration Rights and Coordination Agreement and (III) notwithstanding anything else to the contrary set forth herein or in the Participation, Registration Rights and Coordination Agreement, following any such Glade Brook Transfer, the Glade Brook Transferred Shares shall no longer be applicable to the provisions of this Agreement or the Participation, Registration Rights and Coordination Agreement, including the limitations on Transfer thereunder. Any amendment to this Section 8.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Individual Sell-Down Percentage) shall require the consent of the Majority in Interest of the holders of Bank Investor Shares.

Withdrawal from Agreement. If the Company Corporation consummates a Qualified Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering Principal Investors own less than 50% of the then outstanding shares of Common StockStock held by all Principal Investor Groups immediately prior to the Qualified Public Offering, any holder shares of Shares Common Stock that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Sharesshares of Common Stock), by written notice to the Company board of directors of the Corporation and the Principal Investor Groups, to (a) withdraw all Shares shares of Common Stock held by such holder and all of its Affiliates from this Agreement and the Investors Agreement (shares of Common Stock withdrawn pursuant to this clause (a), the “Withdrawn SharesSecurities”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”). From the date of delivery of such withdrawal notice, the Withdrawn Shares Securities shall cease to be Shares Securities subject to this Agreement and the Investors Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and the Investors Agreement and shall no longer be subject to the obligations of this Agreement or the Investors Agreement or have rights under this Agreement or the Investors Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal Investor Group, shall comply with, and cause the other members of such Principal Investor Group to comply with, such Principal Investor Group’s obligations under Section 2.4 of the Shareholders’ Agreement to cause the removal or resignation of any directors managers designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 of the Investors Agreement with respect to any Pending Underwritten Offering (as defined in the Investors Agreement) to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time of such withdrawal.

Withdrawal from Agreement. If At any time following the Company consummates a Qualified Initial Public Offering, then on and after the first date on which the holders of Shares immediately prior to the Qualified Public Offering own less than 50% of the then outstanding Common Stock, any holder of Vested Shares that, together with its Applicable Affiliates, holds less than one five percent (15%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor GroupsInvestors, to (ai) withdraw all Vested Shares held by such holder and all of its Affiliates from this Agreement (shares withdrawn pursuant to this clause (a)i) and clause (i) of the proviso below, collectively, the “"Withdrawn Shares”") and (bii) terminate this Agreement with respect to any of such holder and its Affiliates that do not own any Unvested Shares (holders and Affiliates withdrawing pursuant to this clause (b)ii) and clause (ii) of the proviso below, collectively, the “"Withdrawing Holders”"); provided, that the Designated Investor(s) designated by an Investor Group may elect, by written notice to the Company and the Investors, to (i) withdraw Vested Shares in an amount equal to no more than $7 million in Purchase Price Value from this Agreement and (ii) terminate this Agreement with respect to any such Designated Investor that does not own any other Shares. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal constitute an Investor Group, shall comply with such Investor Group's obligations under Section 4.5.6 of the Company's certificate of incorporation to cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided, further, that if the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 A-3 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 A-4 Common Stock at the effective time of such withdrawal.

Withdrawal from Agreement. If the Company consummates a Qualified Public Offering, then on On and after the first date on which the holders Investors and the Executive Stockholders hold Shares that in the aggregate represent less than 33% or such greater percentage as a Requisite Capital IV Majority agrees in writing (the “ Withdrawal Threshold ”) of the Shares held, in the aggregate, by Capital IV, Capital V and the Executive Stockholders immediately prior after the Closing (treating as Shares held immediately after the Closing all shares of Common Stock (and all Equivalent Shares underlying Convertible Securities) issued with respect to the Qualified Public Offering own less than 50% Shares actually held as of such time pursuant to any subsequent stock split, stock dividend, combination, recapitalization or the then outstanding Common Stocklike affecting any of such Shares), any holder of Shares Stockholder that, together with its Applicable Affiliates, holds less than one percent (1%) % of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold Shares), by written notice to the Company and the Principal Investor Sponsor Groups, to (a) withdraw all Shares held by such holder Stockholder and all of its Affiliates from this Agreement (shares Shares withdrawn pursuant to this clause (a), the ““ Withdrawn SharesShares ”) and (b) terminate this Agreement with respect to such holder Stockholder and its Affiliates (holders Stockholders and their Affiliates withdrawing pursuant to this clause (b), the ““ Withdrawing HoldersHolders ”). From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement andAgreement, if applicable, and the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, provided that such a Withdrawing Holders, if they are members of a Principal Investor Group, shall cause the removal or resignation of any directors designated by such Principal Investor Group; provided, further, that the Withdrawing Holders shall nonetheless Holder will continue to be obligated under Article V with respect to any Pending Underwritten Offering Transfer or other transaction, whether or not such Withdrawing Holder is a party thereto, with respect to which such Withdrawing Holder has obligations under this Agreement as of such date of delivery to the same extent that they such Withdrawing Holder would have been obligated with respect thereto if they such Withdrawing Holder had not withdrawn; provided, further, that if withdrawn from this Agreement. The Company shall use its best efforts to provide all Stockholders with a written notice promptly following the Withdrawing Holders hold shares of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at first date on which the effective time of such withdrawalWithdrawal Threshold has been reached.

Withdrawal from Agreement. If the Company consummates a Qualified an Initial Public Offering, then on and after the first date on which (x) the holders of Shares immediately prior to the Qualified Initial Public Offering own less than fifty (50% %) of the then outstanding Common StockStock or, if earlier, (y) the Principal Investors immediately prior to the Initial Public Offering collectively own in the aggregate less than fifty (50%) of the shares of Common Stock collectively held by the Principal Investors (either directly or through such Principal Investors’ ownership of Units of BMPS1) immediately following the Televisa Closing (either of clause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any holder of Shares that, together with its Applicable Affiliates, holds less than one percent (1%) of the then outstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates that hold SharesShares which together represent less than such one percent (1%)) (“Individual Sell-Down Percentage”), by written notice to the Company and the Principal PITV Investor Groups, to (a) withdraw all Shares held by such holder and all of its Affiliates from this Agreement (shares Shares withdrawn pursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate this Agreement with respect to such holder and its Affiliates (holders and Affiliates withdrawing pursuant to this clause (b), the “Withdrawing Holders”); provided, that any Shares held indirectly (through ownership of Units of BMPS1 or BMPS2) by any holder, together with its Affiliates, shall not be taken into consideration when calculating Individual Sell-Down Percentages. This Agreement will stay in effect with respect to Persons other than the Withdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Shares shall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holders shall cease to be parties to this Agreement and shall no longer be subject to the obligations of this Agreement or have rights under this Agreement; provided, however, that such Withdrawing Holders, if they are members of a Principal PITV Investor Group, shall comply with, and cause the other members of such PITV Investor Group to comply with, such PITV Investor Group’s obligations under Article II, Section 10 of the Company’s bylaws to cause the removal or resignation of any directors designated by such Principal PITV Investor Group; provided, further, that the Withdrawing Holders shall nonetheless be obligated under Article V Section 5 with respect to any Pending Underwritten Offering to the same extent that they would have been obligated if they had not withdrawn; provided. The Company shall make best efforts to provide all Investors a written notice promptly following the first date on which the holders of Shares or the Principal Investors, furtheras applicable, that if immediately prior to the Withdrawing Holders hold shares Initial Public Offering own less than the Aggregate Sell-Down Percentage. Any amendment to this Section 8.3 adversely affecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or the Individual Sell-Down Percentage) shall require the consent of Class A-1 Common Stock, Class A-2 Common Stock, Class A-3 Common Stock, Class A-4 Common Stock, Class A-5 Common Stock, Class A-6 Common Stock or Class A-7 Common Stock, they shall be deemed to have elected to convert all such Shares into Class A-8 Common Stock at the effective time Majority in Interest of such withdrawalthe holders of Bank Investor Shares.