Common use of Written Modifications Clause in Contracts

Written Modifications. Subject to Section 2.4.2, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) the consent of each of the Requisite Principal Investors Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.29.2; provided, however, that such consent shall not be required for any Amendment of the provisions of Section 2 adopted with the consent of the Requisite Stockholder Majority in connection with the consummation of, or at any time following, an Initial Public Offering that has been approved in accordance with Section 2.1, other than an Amendment of the provisions of Section 2.8; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.24.1, (ii) Section 4.4 any provision requiring unanimous consent related provisions of the Principal Investor Groups, Section 3.1.5 or (iii) Section 4.3 or this clause (b) of Section 7.29.2; (c) the consent of each Principal any Investor or Principal Investor Group, as applicable, Group shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, Group as such under this Agreement as compared to Agreement; and the other Principal Investors or Principal Investor Groups, as applicableconsent of any party shall be required for any Amendment that discriminates against such party. Each such Amendment shall be binding upon each party hereto and each holder of Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares Stockholder subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.29.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and holders of a Majority in Interest of the Majority Principal InvestorsShares; provided, however, that: (a) the consent of each of the Requisite Principal Investors Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 2, Section 12.8 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.210.2; provided, however, that such consent shall not be required for any Amendment of the provisions of Section 2 adopted with the consent of a majority of the entire Board and the Requisite Stockholder Majority (i) in connection with the consummation of, or at any time following, an Initial Public Offering, other than an Amendment of the provisions of Section 2.1.1, Section 2.1.2 (excluding Amendments to the extent relating to the Independent Directors), Section 2.1.3, Section 2.1.4 or Section 2.10, or any related provisions of Section 2.2 or Section 2.3, or (ii) in connection with any transaction described in Section 2.4.5 or 2.4.6 of the Original Agreement that has been approved by a majority of the entire Board and the Requisite Stockholder Majority, to the extent such Amendment does no more than increase the number of directors of the Company and/or extend Board designation rights to any Person related to such transaction other than a member of an Investor Group or its Affiliates; (b) the consent of each of the Investor Groups shall be required for any Amendment of the provisions of Section 4.1, Section 4.6, any related provisions of Section 3.1.5 or Section 4.3 or this clause (b) of Section 10.2; (c) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, 10.3 or (iii) this clause (bc) of Section 7.210.2; (cd) the consent of each Principal any Investor or Principal Investor Group, as applicable, Group shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, Group as such under this Agreement; (e) the consent of the Requisite Stockholder Majority shall be required for any Amendment that discriminates against the Principal Investor Groups as such under this Agreement; (f) Reserved; (g) the consent of the holders of a Majority in Interest of the Management Shares shall be required for any Amendment that discriminates against the holders of Management Shares as such under this Agreement; (h) the consent of the holders of a Majority in Interest of the Other Holder Shares shall be required for any Amendment that discriminates against the holders of Other Holder Shares as such under this Agreement; (i) the consent of any party shall be required for any Amendment that discriminates against such party; and (j) the Board may in its discretion from time to time permit or require any employee of the Company or its subsidiaries to join this Agreement as compared a Manager, and no consent of any Stockholder or other party hereto shall be required to the other Principal Investors or Principal Investor Groups, as applicableeffect such an Amendment. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.210.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2Sections 2.3.2 and 2.4 of this Agreement, this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal PITV Investors; provided, however, that: 7.2.1 (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2Sections 2.3.2, 2.6.1 and 2.6.5 (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (a) of Section 7.2; (b) the consent of the Televisa Investors shall be required for any Amendment to (i) the provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2, 4.4, 4.5, and 7.5 or (ii) this clause (a) and clause (b) of Section 7.2; 7.2 or the definitions used therein; and (c) the consent of each Principal PITV Investor or Principal PITV Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal PITV Investor or Principal PITV Investor Group, as applicable, as such under this Agreement as compared to the other Principal PITV Investors or Principal PITV Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) the consent of each of the Requisite Principal Investors Investor Groups shall be required for any amendment, modification, extension, termination or waiver (an “"Amendment”") of (i) the provisions of Section 2.2 2.2.2 or 2.310.8, (ii) any provision requiring unanimous consent of the Requisite Investor Groups or requiring the consent of the Principal InvestorsInvestor Majority, or (iii) this clause (a) of Section 7.28.2; (b) the consent of each of the Principal any Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement or would disproportionately impact that Investor as compared to Investors that are not in the other Principal Investors or Principal same Investor Groups, Group as applicablesuch Investor. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.28.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2Sections 2.3.2 and 2.4 of this Agreement, this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal PITV Investors; provided, however, that: 7.2.1 (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2Sections 2.3.2 and 2.6.1, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (a) of Section 7.2; (b) the consent of the Televisa Investors shall be required for any Amendment to (i) the provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.10, 3.1, 4.1, 4.2, 4.3, 4.4, 7.5, Exhibits [ ], [ ], [ ], [ ] and [ ], or (ii) this clause (a) and clause (b) of Section 7.2; 7.2 or the definitions used therein; and (c) the consent of each Principal PITV Investor or Principal PITV Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal PITV Investor or Principal PITV Investor Group, as applicable, as such under this Agreement as compared to the other Principal PITV Investors or Principal PITV Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2Except as otherwise expressly set forth herein, this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investorseach Sponsor that continues to own at least 30% of its Initial Shares; provided, however, that: (a) that the consent Sponsor Majority may amend or modify this Agreement in connection with equity transactions that do not require Unanimous Sponsor Approval hereunder; and provided further, that the admission of new parties pursuant to the Requisite Principal Investors terms of Section 3.3 shall not constitute an amendment or modification of this Agreement for purposes of this Section 9.2; and provided further that a Sponsor’s rights under Section 5 may not be required for waived without the approval of such Sponsor. Notwithstanding the foregoing, if any amendment, modification, extension, termination or waiver (an “Amendment”) of would (i) adversely change the provisions rights of Section 2.2 a particular Investor in a manner different than changes to the rights of the Investors approving such amendment, or 2.3, (ii) adversely impose any provision requiring consent additional material obligations of the Requisite Principal Investorsa particular Investor, or (iii) this clause (a) of Section 7.2; (b) then the consent of each of the Principal such particular Investor Groups shall also be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicablerequired. Each such Amendment shall be binding upon each party hereto and each holder of Shares Stockholder subject hereto. In addition, each party hereto and each holder of Shares Stockholder subject hereto may waive any right of such holder hereunder hereunder, as to itself, by an instrument in writing signed by such party or holderStockholder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.29.2, any Amendment to definitions to the definitions extent used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, . this Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, 2.3.2. this Agreement may be amended, modified, extended extended, terminated or terminatedwaived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal Investors; provided, however, that: (a) the consent of the Requisite Principal Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.22.3.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (ba) of Section 7.2; (cb) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, as such under this Agreement as compared to the other Principal Investors or Principal Investor Groups, as applicable. Each such Amendment shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, --------------------- extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Majority Principal InvestorsShareholders; provided, however, -------- ------- that: (a) the consent of the Requisite Principal Majority Investors shall be required for any amendment, modification, extension, termination or waiver (an “Amendment”) of (i) the provisions of Section 2.2 or 2.3under this Agreement, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups Majority Other Investors shall be required for any Amendment of (i) amendment, modification, extension, termination or waiver which has a material adverse effect on the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent rights of the Principal holders of Other Investor GroupsShares as such under this Agreement, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, the Majority Sellers shall be required for any Amendment that Discriminates against amendment, modification, extension, termination or waiver which has a material adverse effect on the rights of the holders of Seller Shares as such Principal Investor under this Agreement, (d) the consent of the Majority Managers shall be required for any amendment, modification, extension, termination or Principal Investor Group, as applicable, waiver which has a material adverse effect on the rights of the holders of Management Shares as such under this Agreement as compared to and (e) the other Principal Investors consent of each Regulated Stockholder shall be required for any amendment, modification, extension, termination or Principal Investor Groups, as applicablewaiver of Section 17 hereof. Each such Amendment amendment, modification, extension, termination and waiver shall be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

Written Modifications. Subject to Section 2.4.2, this This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company Company, Midco and the Majority Principal InvestorsRequisite Stockholder Majority; provided, however, that: (a) that the consent of a majority in interest of the Requisite Principal Investors Management Shares shall be required for any amendment, modification, extension, termination or waiver (an “"Amendment”") of (i) the provisions of Section 2.2 or 2.3, (ii) any provision requiring consent of the Requisite Principal Investors, or (iii) this clause (a) of Section 7.2; (b) the consent of each of the Principal Investor Groups shall be required for any Amendment of (i) the provisions of Section 2.4.2, (ii) any provision requiring unanimous consent of the Principal Investor Groups, or (iii) this clause (b) of Section 7.2; (c) the consent of each Principal Investor or Principal Investor Group, as applicable, shall be required for any Amendment that Discriminates discriminates against the rights of such Principal Investor or Principal Investor Group, as applicable, the holders of Management Shares as such under this Agreement (provided, that it is understood and agreed that, for the purposes of interpreting and enforcing this amendment and waiver provision, Amendments that affect all Stockholders will not be deemed to "discriminate against" the holders of Management Shares as compared to such simply because holders of Management Shares (i) own or hold more or less Shares than any other Stockholder, (ii) invested more or less money in the Company than any other Principal Investors Stockholder, (iii) have greater or Principal Investor Groups, as applicablelesser voting rights or powers than any other Stockholders) or (iv) have or had an employment and/or management position in the Company. Each such Amendment shall be binding upon each party hereto and each holder of Shares or Other Holder Shares subject hereto. In addition, each party hereto and each holder of Shares or Other Holder Shares subject hereto may waive any right of such holder hereunder by an instrument in writing signed by such party or holder. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.26.2, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.