Examples of PITV Investors in a sentence
Except for Transfers to Televisa Investors by Principal Investors as contemplated by the other Transaction Agreements, no PITV Investor shall Transfer Shares to another PITV Investor who is not a Permitted Transferee without the consent of the Majority PITV Investors; provided, that for purposes of calculating the Majority PITV Investors for this Section 3.3 only, the PITV Investors Groups of which the PITV Investors who are the prospective transferor and transferee shall be disregarded.
Each of the PITV Investors hereby acknowledges and agrees that time is of the essence for all purposes under this Section 4.7. All time periods provided in this Section 4.7 are subject to extension during the pendency of, and to comply with and be consistent with any remedies set forth in, any applicable Arbitrator Determination as contemplated in Section 4.9 below.
The PITV Investors, will use good faith efforts to conduct meetings of the Board (and its committees) in a manner that limits the amount of time representatives of Conflicted PITV Investors are required to be recused from the meetings.
Each of the PITV Investors and the Company hereby acknowledges and agrees that time is of the essence for all purposes under this Section 4.8. All time periods provided in this Section 4.8 are subject to extension during the pendency of, and to comply with and be consistent with any remedies set forth in, any applicable Arbitrator Determination as contemplated in Section 4.9 below.
Except as provided in the second sentence of this Section 8.2, this Agreement may be amended, modified, extended, terminated or waived (“Amendment”), only by an agreement in writing signed by the Company and the Majority PITV Investors (or Stockholders holding a majority of the shares of Class A Common Stock held by Stockholders party hereto if there are no PITV Investors remaining).
The Company (solely at the direction of the Majority PITV Investors) shall furnish a written notice (the “Drag Along Recapitalization Notice”) to each Stockholder at least ten (10) Business Days prior to the consummation of the Recapitalization Transaction.
The Company shall use its reasonable best efforts to obtain such FCC approval, including (1) diligently prosecuting such applications, including opposing any petitions to deny, or other objections filed with respect to, such FCC applications, and (2) promptly taking all other actions reasonably requested by the Majority PITV Investors as necessary, desirable and/or appropriate to facilitate obtaining such FCC approval.
The power and authority to exercise the proxy granted hereby shall be exercised if and only if the matter to be voted on has been approved by the Majority Principal Investors or Majority PITV Investors, as applicable, and shall be exercised on terms consistent with such approval.
Any amendment, alteration, modification, waiver or repeal of any provision of this Certificate of Incorporation or the Bylaws of the Corporation (the “ Bylaws”), whether by means of amendment, restatement, merger, consolidation or otherwise, shall require the affirmative vote or written consent of the Majority PITV Investors (or a majority of the outstanding shares of Class A Common Stock and Class C Common Stock, voting together as a single class, if there are no PITV Investor Groups remaining).
The Term shall terminate automatically in the event that none of the PITV Investors (as defined in the Amended and Restated Stockholders Agreement entered into by the Company and the other parties thereto as of the date hereof) other than the Consulting Firm or SCG (as defined in the LLC Agreements) hold any Company Securities.