SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is entered into
as of December 19, 2001, by and between Fonovisa L.L.C., a Nevada limited
liability company ("Buyer"), and Univision Communications Inc., a Delaware
corporation ("Seller").
WHEREAS, Buyer has indicated it desires to purchase shares of
Seller's Series B Convertible Redeemable Preferred Stock (collectively, the
"Preferred Shares");
WHEREAS, Seller is willing to sell such Preferred Shares to
Buyer;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, the parties agree as follows:
1. PURCHASE AND SALE OF STOCK. Seller hereby agrees to sell to Buyer
and Buyer hereby agrees to purchase from Seller, 375,000 Preferred Shares
for an aggregate purchase price of U.S.$375,000,000 (the "Share Purchase
Price"). Buyer shall pay the Share Purchase Price to Seller as promptly as
practical but in no event later than December 26, 2001 by wire transfer to
the account of Seller shown on Exhibit A. Upon receipt of the Share
Purchase Price, Seller shall deliver to Buyer a certificate, registered in
Buyer's name, representing the Preferred Shares. A form of share
certificate for the Preferred Shares is attached hereto as Exhibit B and
the Certificate of Designation regarding the Preferred Shares is attached
hereto as Exhibit C (the "Certificate of Designation").
2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:
A. ORGANIZATION. Seller is a corporation duly organized, validly
existing and in good standing under the laws of Delaware with all necessary
corporate power and authority to execute, deliver and perform this
Agreement.
B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Seller.
This Agreement constitutes the legally valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.
C. NO VIOLATION. Neither the Seller nor any of its subsidiaries
is (i) in violation of its charter or bylaws or (ii) in breach or default
in the performance or observance of any material agreement to which it is a
party or by which it is bound, except as disclosed in the Public Filings
(as defined below) and except for such breaches or defaults that would not
have a material adverse effect on (x) the condition (financial or
otherwise), earnings, business affairs or business prospects of Seller and
its subsidiaries, taken as a whole, or (y) Seller's ability to perform its
obligations under this Agreement (a "Material Adverse Effect"). The
execution, delivery and performance of this Agreement by Seller, the
conversion of the Preferred Shares and the exercise of the Warrant will not
violate or constitute a breach or default (whether upon lapse of time or
the occurrence of any act or event or otherwise) under (a) the charter
documents or bylaws of Seller or any of its subsidiaries, (b) any law to
which Seller or any of its subsidiaries is subject, which breach, default
or violation would have a Material Adverse Effect or (c) any material
agreement to which Seller or any of its subsidiaries is a party or is
bound, which breach, default or violation would have a Material Adverse
Effect.
D. NO REGISTRATION. The execution, delivery and performance of
this Agreement by Seller and the transactions contemplated hereby, other
than the conversion of the Preferred Shares, which require a filing under
the HSR Act (as defined below) and could require approval from the Federal
Communication Commission, will not require filing or registration with, or
the issuance of any permit by, or receipt of any approval or other consent
from, any person or entity.
E. NO PAYMENT TRIGGERED. The execution, delivery and performance
of this Agreement and the conversion of the Preferred Shares will not cause
the acceleration of any payment or trigger any other right under any
agreement, arrangement, commitment or understanding to which Seller is a
party or by which Seller is bound.
F. PUBLIC DOCUMENTS. Since December 31, 2000, Seller has filed
with the U.S. Securities and Exchange Commission (the "SEC") all reports,
proxy materials and registration statements required to be filed by it
pursuant to the U.S. federal securities laws and has made all other filings
required to be made by it with the SEC (collectively, the "Public
Filings"). None of the Public Filings contains an untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading, in each
such case as of its filing date, mailing date or effective date, as the
case may be. Since the date of the filing with the SEC of Seller's most
recent Form 10Q, there has not been (A) any material adverse change, or any
development involving a prospective material adverse change, in the
condition (financial or otherwise), earnings, business affairs or business
prospects of Seller and its subsidiaries, taken as a whole, whether or not
arising in the ordinary course of business, (B) any transaction entered
into by Seller or its subsidiaries, other than in the ordinary course of
business, that is material to Seller and its subsidiaries, taken as a
whole, (C) any dividend or other obligation declared, paid or made by
Seller on its capital stock or (D) any incurrence by Seller or its
subsidiaries of any material liability or obligation, direct or contingent.
G. FINANCIAL STATEMENTS. The consolidated financial statements
included in or incorporated by reference into the Public Filings, together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the
Seller and its subsidiaries on the basis stated therein at the respective
dates or for the respective periods to which they apply, and such
statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods involved, except as disclosed therein.
H. OWNERSHIP. The Preferred Shares upon issuance, and the
Conversion Shares (as defined below) upon issuance in accordance with the
terms of this Agreement, will be duly authorized, validly issued and
outstanding and fully paid and nonassessable. Except as set forth in the
Public Filings, Seller has not entered into any outstanding contracts or
other rights to subscribe for or purchase, or contracts or other
obligations to issue or grant any rights to acquire, any capital of Seller,
or to restructure or recapitalize Seller, and, to Seller's knowledge, there
are no outstanding contracts to repurchase, redeem or otherwise acquire any
capital stock of Seller.
I. RESERVATION OF SHARES. Seller has reserved a sufficient number
of shares of Class A Common Stock for issuance to Holder upon conversion of
the Preferred Shares.
J. LISTING ON THE NEW YORK STOCK EXCHANGE ("NYSE"). The
Conversion Shares have been, or by the date of payment of the Purchase
Price will be, approved for listing on the NYSE, subject only to official
notice of issuance.
K. USE OF PROCEEDS. Immediately following the receipt of the
Share Purchase Price, Seller shall apply such purchase price to repay an
equivalent amount of indebtedness outstanding under Seller's bank credit
agreement dated July 18, 2001.
3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
A. ORGANIZATION. Buyer is a limited liability company, duly
organized, validly existing and in good standing under the laws of Nevada
with all necessary corporate power and authority to execute, deliver and
perform this Agreement.
B. EXECUTION, DELIVERY AND PERFORMANCE; BINDING OBLIGATION. The
execution, delivery and performance of this Agreement have been duly and
validly authorized by all necessary corporate action on the part of Buyer.
This Agreement constitutes the legally valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws and equitable principles
relating to or limiting creditors' rights generally.
C. NO VIOLATION OF LAW; AGREEMENTS. The execution, delivery and
performance of this Agreement by Buyer will not violate or constitute a
breach or default (whether upon lapse of time or the occurrence of any act
or event or otherwise) under (i) the charter documents or bylaws of Buyer,
(ii) any law to which Buyer is subject, which breach, default or violation
would have a material adverse effect on Buyer's ability to perform its
obligations under this Agreement, or (iii) any agreement to which Buyer is
a party, which breach, default or violation would have a material adverse
effect on Buyer's ability to perform its obligations under this Agreement.
D. INVESTMENT INTENT. Buyer is purchasing the Preferred Shares
solely for its own account, for investment purposes only and not with a
view to the distribution thereof in violation of the Securities Act of
1933, as amended (the "Securities Act"), or any applicable state securities
law, and Buyer has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of its
investment represented by its purchase of such Preferred Shares. Buyer
acknowledges that such Preferred Shares have not been and prior to issuance
will not be registered under the Securities Act or any other securities law
and may not be sold, and Buyer hereby covenants that such Preferred Shares
will not be sold, in whole or in part, in the United States of America
except pursuant to a registration statement effective under the Securities
Act or pursuant to an exemption from registration under the Securities Act,
and in compliance with all other applicable securities laws.
E. ACCREDITED INVESTOR. Buyer is an accredited investor within
the definition set forth in Rule 501(a) of the regulations promulgated by
the SEC pursuant to the Securities Act.
4. CONTINUING COVENANTS.
A. REGISTRATION RIGHTS. The parties agree and acknowledge that
the Class A Shares into which the Preferred Shares are convertible (the
"Conversion Shares") will be subject to the terms and conditions of the
Registration Rights Agreement (the "Registration Rights Agreement") dated
October 2, 1996 by and among Seller, Buyer and various other parties set
forth therein. The parties further agree that for the purposes of the
Registration Rights Agreement the Class A Shares will be deemed Common
Stock held by the Televisa Holders.
B. HSR ACT MATTERS. Seller and Buyer will as promptly as
practicable, file with the United States Federal Trade Commission (the
"FTC") and the United States Department of Justice (the "DOJ") (i) the
notification and report form, if any, required for the transactions
contemplated by this Agreement, including without limitation the conversion
of the Preferred Shares, and (ii) any supplemental information requested in
connection therewith pursuant to the Xxxx-Xxxxx-Xxxxxx Act of 0000 (xxx
"XXX Xxx"). Seller and Buyer will use commercially reasonable efforts to
take all such actions, such that the waiting period specified in the HSR
Act will expire or be satisfied as soon as reasonably possible.
C. RESTRICTION ON TRANSFERS. Buyer will not sell, assign, convey
or otherwise transfer the Preferred Shares without the prior written
consent of the Seller except in connection with an acquisition, share
repurchase, redemption, merger, reorganization or similar transaction in
which all of the holders of Buyer's Class A Common Stock are entitled to
participate or as permitted by Section 5B below.
5. GENERAL.
A. SURVIVAL. The representations, warranties and agreements in
this Agreement will survive any investigation made by either party, and the
execution of this Agreement.
B. NO ASSIGNMENT. Neither party may assign this Agreement without
the prior written consent of the other party; provided, that Buyer may
assign its rights to any direct or indirect wholly-owned subsidiaries of
Grupo Televisa S.A.; provided, further, that any such assignment shall not
relieve Buyer of its obligations hereunder.
C. BINDING EFFECT; PARTIES IN INTEREST. This Agreement is binding
on and benefits only the parties and their respective permitted successors
and assigns. Nothing in this Agreement gives any rights or remedies to any
person other than the parties and their respective permitted successors and
assigns, nor does anything in this Agreement relieve or discharge any
obligation or liability of any third person to either party. No provision
of this Agreement gives any third person any right of subrogation or action
over or against either party to this Agreement.
D. COMPLETE AGREEMENT. This Agreement, including the documents
attached to this Agreement as Exhibits, is the complete and exclusive
statement of agreement of the parties as to matters covered by it. It
replaces and supersedes all prior written or oral agreements or statements
by and among the parties with respect to the matters covered by it. No
representation, statement, condition or warranty not contained in this
Agreement is binding on the parties.
E. AMENDMENTS; WAIVERS. Any amendment to this Agreement requires
the approval of both parties. Any waiver of any right or remedy requires
the consent of the party waiving it. Every amendment or waiver must be in
writing and designated as an amendment or waiver, as appropriate. No
failure by either party to insist on the strict performance of any
provision of this Agreement, or to exercise any right or remedy, will be
deemed a waiver of such performance, right or remedy, or of any other
provision of this Agreement.
F. INTERPRETATION. If any claim is made by a party relating to
any conflict, omission or ambiguity in the provisions of this Agreement, no
presumption or burden of proof or persuasion will be implied because this
Agreement was prepared by or at the request of either party or its counsel.
The parties waive any statute or rule of law to the contrary.
G. ATTORNEYS' FEES AND COSTS. If any legal action or other
proceeding is brought to enforce or interpret this Agreement or matters
relating to it, the substantially prevailing party will be entitled to
recover from the other party reasonable attorneys' fees and other costs
incurred in such action or proceeding, in addition to any other relief to
which the prevailing party is entitled.
H. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of California without
regard to its rules of conflict of laws.
I. JURISDICTION; VENUE; SERVICE OF PROCESS. Each of the parties
irrevocably submits to the jurisdiction of any California State or United
States Federal court sitting in Los Angeles County in any action or
proceeding arising out of our relating to this Agreement or the
transactions contemplated hereby, and irrevocably agrees that any such
action or proceeding may be heard and determined only in such California
State or Federal court. Each of the parties irrevocably waives, to the
fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of any such action or proceeding. Each of the
parties irrevocably appoints CT Corporation System (the "Process Agent"),
with an office on the date hereof at 000 Xxxx 0xx Xxxxxx, Xxx Xxxxxxx, XX
00000 as its agent to receive on behalf of it and its property service of
copies of the summons and complaint and any other process which may be
served in any such action or proceeding. Such service may be made by
delivering a copy of such process to any of the parties in care of the
Process Agent at the Process Agent's above address, and each of the parties
irrevocably authorizes and directs the Process Agent to accept such service
on its behalf. As an alternate method of service, each of the parties
consents to the service of copies of the summons and complaint and any
other process which may be served in any such action or proceeding by
personally delivering of a copy of such process to such party at its
address specified in or pursuant to Section 5.M. Each of the parties agrees
that a final judgment in any such action or proceeding will be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.
J. ENFORCEMENT OF AGREEMENT. The parties agree that irreparable
damage would occur if any of the provisions of this Agreement were not
performed in accordance with its specific terms or as otherwise breached.
It is accordingly agreed that the parties will be entitled to an injunction
or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any California
court, this being in addition to any other remedy to which they are
entitled at law or in equity. In any such action for specific performance,
no party will be required to post a bond.
K. COUNTERPARTS. This Agreement and any amendment hereto or any
other agreement (or document) delivered pursuant hereto may be executed in
one or more counterparts, each of which will be deemed an original and all
of them will constitute one agreement. A facsimile signature page will be
deemed an original signature page.
L. HEADINGS. The headings in this Agreement are only for
convenience and ease of reference and are not to be considered in
construction or interpretation.
M. NOTICES. Any notice required to be given hereunder will be
sufficient if in writing, and sent by facsimile transmission and by courier
service (with proof of service), hand delivery or certified or registered
mail (return receipt requested and first-class postage prepaid), addressed
as follows:
If to Buyer: If to Seller:
Fonovisa L.L.C. Univision Communications Inc.
[address] 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: C. Xxxxxxx Xxxxxxxxxx
Telecopier: (000) 000-0000
With copies to: With a copy to:
Grupo Televisa, S.A. O'Melveny & Xxxxx LLP
Av. Xxxxx xx Xxxxxxx No. 2000 1999 Avenue of the Stars, Suite 700
Edificio A, Piso 4, Colonia Santa Fe Los Angeles, CA 90067
01210, Mexico, DF Attention: Xxxxxxx X. Xxxxxx
Attention: Xxxxxxx de Angoitia Telecopier No.: (000) 000-0000
Telecopier: 011-52-55-5-261-2451
Fried, Frank, Harris, Xxxxxxx
& Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxx
Telecopier: (000) 000-0000
or to such other address as either party specifies by written notice so
given, and such notice will be deemed to have been delivered as of the date
so telecommunicated, personally delivered or mailed.
N. FURTHER ASSURANCES. Each party will execute and deliver, both
before and after the Closing, such further certificates, agreements and
other documents and take such other actions as the other party may
reasonably request to consummate or implement the transactions contemplated
by this Agreement or to evidence such events or matters, including the
execution and delivery of such assignment and transfer documents as either
party may deem necessary or desirable.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and
year first above written.
BUYER:
FONOVISA L.L.C.
By:
-------------------------------
Name:
Title:
SELLER:
UNIVISION COMMUNICATIONS INC.
By:
-------------------------------
Name:
Title:
EXHIBIT A
UNIVISION COMMUNICATIONS INC.
WIRE INSTRUCTIONS (UTG)
Bank Name: [Redacted]
Account Name: [Redacted]
Bank Account #: [Redacted]
ABA #: [Redacted]
EXHIBIT B
FORM OF PREFERRED SHARES
EXHIBIT C
CERTIFICATE OF DESIGNATION
OF
SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
UNIVISION COMMUNICATIONS INC.,
A DELAWARE CORPORATION
PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
-------------------------------
The undersigned certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Univision Communications Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation").
2. Pursuant to authority given by the Corporation's Certificate of
Incorporation, the Board of Directors of the Corporation has duly adopted
the following recitals and resolutions:
WHEREAS, the Certificate of Incorporation of the Corporation
provides for a class of shares known as Preferred Stock, issuable from
time to time in one or more series;
WHEREAS, the Board of Directors of the Corporation is authorized,
within the limitations and restrictions stated in the Certificate of
Incorporation, to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly
unissued series of Preferred Stock, to fix the number of shares
constituting any such series, and to determine the designation
thereof;
WHEREAS, the Board of Directors of the Corporation desires,
pursuant to its authority, to determine and fix the rights,
preferences, privileges and restrictions of a certain series of
Preferred Stock and the number of shares constituting and the
designation of the series;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of
the Corporation hereby establishes a series of the authorized
preferred stock of the Corporation, $.01 par value per share, which
series will be designated as "Series B Convertible Redeemable
Preferred Stock," and which will consist of 375,000 shares (the
"Preferred Shares") and will have the following rights, preferences,
privileges and restrictions:
A. Dividends and Distributions. The holders of Preferred Shares
will be entitled to participate with the holders of Common Stock with
respect to any dividend declared on, or other distribution in respect of,
the Common Stock in proportion to the number of shares of Common Stock
issuable upon conversion of the shares of the Preferred Shares held by
them, and such dividend or other distribution will be paid at the same time
as the dividend on, or other distribution in respect of, the Common Stock.
B. Voting. Except as otherwise provided by law, the holder(s) of
Preferred Shares will have no right to vote on any matters, questions or
proceedings of the Corporation.
C. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution will be made
to the holders of shares of Common Stock or of any other stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding
up) to the Preferred Shares unless, prior thereto, the holders of Preferred
Shares will have received payment by the Corporation in an amount equal to
$1,000 per share (the "Liquidation Value").
D. Transferability of Preferred Shares. No person holding
Preferred Shares may transfer, and the Corporation will not register the
transfer of, any Preferred Shares, whether by sale, assignment, pledge,
encumbrance, gift, bequest, appointment or otherwise (a "transfer"), unless
the transferee will have given the Corporation 30 days prior written notice
of such transfer or, in the case of a transfer to a wholly-owned subsidiary
of a holder, one day's prior written notice of such transfer. Any purported
transfer in violation of the foregoing will be null and void. Certificates
representing Preferred Shares will, at the option of the Corporation, bear
a legend to such effect.
E. Conversion. Upon the termination or expiration of any
applicable waiting period under the U.S. Xxxx-Xxxxx-Xxxxxx Act of 0000 (xxx
"XXX Xxx"), the Preferred Shares will automatically be converted into fully
paid and nonassessable shares of the Corporation's Class A Common Stock at
the rate of 28.252 shares of Class A Common Stock for each Preferred Share.
The Corporation will deliver certificate(s) representing the Class A Common
Stock to the holder of the Preferred Shares only upon the surrender to the
Corporation or its transfer agent for the Preferred Shares of the
certificate(s) representing the Preferred Shares. No fractional shares of
Class A Common Stock shall be issued upon conversion of the Preferred
Shares. All shares of Class A Common Stock (including fractions thereof)
issuable upon conversion of the Preferred Shares by a holder shall be
aggregated for purposes of determining whether the conversion would result
in the issuance of any fractional share. If, after the aforementioned
aggregation, the conversion would result in the issuance of any fractional
share, the Corporation shall, in lieu of issuing any fractional share, pay
cash equal to the product of such fraction multiplied by the closing price
of the Class A Common Stock on the New York Stock Exchange on the business
day prior to the date of conversion.
F. Redemption by the Corporation. If approval under the HSR Act
is not obtained by June 30, 2002, the Corporation will, at the election of
the holder of the Preferred Shares upon written notice to the Corporation
(provided that such notice is received by the Corporation not later than 30
days following June 30, 2002), redeem all of the outstanding Preferred
Shares within 30 days following the Corporation's receipt of any such
notice of election by paying in cash for each such Preferred Share a price
equal to (i) the Liquidation Value plus (ii) interest at a rate equal to
the LIBOR rate on the date the payment was due plus 125 basis points
(calculated on a 360-day year and the actual number of days the Preferred
Shares have been outstanding). On and after such date of redemption, the
holder of the Preferred Shares, upon surrender to the Corporation or its
transfer agent for the Preferred Shares of the certificate(s) representing
the Preferred Shares properly endorsed in blank or accompanied by a proper
instrument of assignment or transfer in blank, will be entitled to receive
payment of the redemption price by wire transfer. Notwithstanding the
foregoing, if approval under the HSR Act is obtained after June 30, 2001
but before the date of redemption, then the Preferred Shares will
automatically be converted into fully paid and nonassessable shares of the
Corporation's Class A Common Stock in accordance with Section E hereof.
G. Reacquired Shares. Any Preferred Shares redeemed or which will
have been converted will be retired and cancelled promptly after the
acquisition thereof. All such shares will upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other certificate of designation creating a series
of Preferred Stock or any similar stock or as otherwise required by law.
H. Anti-Dilution Provisions. In addition to the provision set
forth in Section A above, if any of the following events occurs at any time
prior to the conversion of the Preferred Shares into shares of Class A
Common Stock, then the Preferred Shares shall be adjusted as described
below:
(i) Redemptions and Repurchases. If at any time there is a
pro rata redemption or repurchase of the Class A Common Stock, each
holder of Preferred Shares shall be entitled to participate in such
redemption or repurchase in respect of such holder's Preferred Shares
on the same terms and conditions and for the same consideration as
would have been applicable had such holder converted such holder's
Preferred Shares prior to the redemption or repurchase.
(ii) Stock Subdivisions or Stock Consolidations. If at any
time the outstanding shares of Class A Common Stock, Class P Common
Stock, Class T Common Stock, and Class V Common Stock are subdivided
into a greater number of shares, whether by stock split, stock
dividend or otherwise, then the number of shares of Common Stock into
which each Preferred Share is convertible will be increased
proportionately. Conversely, if at any time the outstanding shares of
Class A Common Stock, Class P Common Stock, Class T Common Stock, and
Class V Common Stock are consolidated into a smaller number of shares,
then the number of shares of Common Stock into which each Preferred
Share is convertible will be reduced proportionately. Each adjustment
to the number of shares of Common Stock into which each Preferred
Share is convertible shall be effective on the record date, or if
there is no record date the effective date for such subdivision or
consolidation.
(iii) Consolidation, Merger or Sale of Assets. If the
Corporation shall at any time (a) consolidate with or merge into
another corporation or (b) merge with another corporation and be the
surviving corporation in such merger, and in connection therewith all
or part of the Class T Common Stock or Class A Common Stock shall be
changed into or exchanged for securities of any other entity or cash
or other property, the holders of the Preferred Shares will thereafter
receive, subject only to the termination or expiration of any
applicable waiting period under the HSR Act, the securities, cash or
other property that such holders would have received upon such
consolidation or merger had such holders converted the entirety of
their outstanding Preferred Shares into shares of Common Stock prior
to such consolidation or merger, and the Corporation shall take such
steps in connection with such consolidation or merger as may be
necessary to assure that the provisions thereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to any
securities or property thereafter deliverable upon conversion of such
Preferred Shares. A sale of all or substantially all the assets of the
Corporation for a consideration (apart from the assumption of
obligations) consisting primarily of securities shall be deemed a
consolidation or merger for the foregoing purposes. The provisions of
this Section H(ii) similarly shall apply to successive mergers or
consolidations or sales or other transfers.
(iv) Notices. When any adjustments are required to be made
under this Section H, the Corporation shall as promptly as practicable
(i) determine such adjustments, (ii) prepare a statement describing in
reasonable detail the method used in arriving at the adjustment and
setting forth the calculation thereof, and (iii) cause a copy of such
statement to be mailed to each holder of the Preferred Shares.
(v) Computations and Adjustments. Upon each computation of
an adjustment under this Section H, the number of Common Shares shall
be calculated to the nearest whole share (i.e., fractions of less than
one-half shall be disregarded and fractions of one-half or greater
shall be treated as being the next greater integer). However, the
fractional amount shall be used in calculating any future adjustments.
RESOLVED FURTHER, that the officers of the Corporation be, and
each of them hereby is, authorized and empowered on behalf of the
Corporation to execute, verify and file a certificate of designation
of preferences in accordance with Delaware law.
3. The authorized number of shares of Preferred Stock of the
Corporation is 10,000,000 shares, and the number of shares constituting
Convertible Redeemable Preferred Stock is 375,000 (including the Series B
Convertible Preferred Stock).
IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Designation as of December __, 2001.
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, President
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, Secretary
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VERIFICATION
The undersigned, , the President and Secretary,
respectively, of Univision Communications Inc., a Delaware corporation,
each declares under penalty of perjury that the matters set out in the
foregoing Certificate of Designation are true of their own knowledge.
Executed at Los Angeles, California, on December __, 2001.
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, President
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, Secretary
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