Televisa Investors definition

Televisa Investors means, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that BMPS2 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2, but Televisa shall be deemed to hold the Shares held by BMPS2, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
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Televisa Investors means, as of any date, collectively, (i) Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Corporation (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that BMPS2 shall not constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2, but Televisa shall be deemed to hold the Shares held by BMPS2, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
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Televisa Investors means, as of any date, collectively, (i) Televisa and any Permitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); and (iii) a Permitted Transferee of a Person described in clause (ii) above, provided that such Permitted Transferee is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any Principal Investor); in each case under clauses (i), (ii) and (iii), only if and to the extent such Person is then a Stockholder and holds any Shares; provided, further, that none of BMPS2 and BMPS4 shall constitute a Televisa Investor and Televisa shall not be responsible for any actions or failures to act of BMPS2 and BMPS4, but Televisa shall be deemed to hold the Shares held by BMPS2 and BMPS4, including regardless of any Transfer of Shares by BMPS2 under the Saban Arrangements.
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Examples of Televisa Investors in a sentence

  • In each case, the Company shall promptly thereafter issue and send to the applicable Televisa Investors new certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock into which such Televisa Investors converted their respective shares of Common Stock.

  • The consent of Televisa shall be required for (i) any Amendment to the provisions of Sections 2.1, 2.2, 2.6, 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.9, 4.1, 4.2, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 5, 7.6, 10.10, or this Section 8.2 (or any definitions used therein) and (ii) any Amendment that, by its terms, Discriminates against any of the Televisa Investors under this Agreement.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Merger Exit or Sponsor Sale other than as set forth in the Change of Control Procedures.

  • Except as provided in Section 4.4.1, if any Stockholders holding Shares are given an option as to the form and amount of consideration to be received (other than with respect to any roll-over option given to the Televisa Investors in accordance with Section 4.7.4 or 4.8.3 or to any or all holders of Management Shares), all Stockholders holding Shares will be given the same option.

  • The ROFO Notice shall set forth the number of Shares proposed to be sold by the Televisa Investors, the proposed method of disposition and the price per Share Televisa expects (provided that no Televisa Investor shall be obligated to sell at such price or any other specific price whether to the Strategic Buyer or in a Public Offering), if it has an expectation, to receive upon consummation of such proposed Sale.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in the Change of Control Procedures.

  • Upon the request of the Arbitrator, each of the Company, the Principal Investors and the Televisa Investors shall make its officers and representatives readily available for conferences and meetings with the Arbitrator to expedite the delivery of the Arbitration Determination; provided that there shall be no ex parte communication between any party or its representatives and the Arbitrator.

  • All confidential and/or proprietary information relating to the Merger Exit that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1.

  • If Televisa fails to provide a timely Merger Exit Participation Election, then the Televisa Investors shall, subject to Section 4.10, roll-over all of their Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b)).

  • The Company, the Principal Investors and the Televisa Investors shall fully cooperate with the Arbitrator and provide the Arbitrator with all information reasonably necessary to make the Arbitration Determination.


More Definitions of Televisa Investors

Televisa Investors means, as of any date, collectively, (a) Televisa and any Permitted Transferee of Televisa; (b) a transferee or assignee of Televisa to the extent provided in Section 2.1.8 (Other Televisa Transfers), 3.1.8 (Foreign Ownership Restrictions) or 4.2.6(b) (Foreign Ownership Restrictions), (c) any Person that is not a Permitted Transferee of Televisa but that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any member of another Investor Group); and (d) a Permitted Transferee of a Person described in clause (c) above, provided, that such Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any of its Affiliates is a member with respect to securities of the Company (excluding any member of another Investor Group);in each case under clauses (a)-(d), only if and to the extent such Person is then a Stockholder.
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Televisa Investors shall have the meaning set forth in the Principal Investor Agreement.
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Related to Televisa Investors

  • Co-Investors means (a) the Investors, (b) the Management Group, (c) any Related Person of any of the foregoing and (d) their respective Affiliates (excluding any portfolio company thereof).

  • CD&R Investors collectively, (i) CD&R Fund VIII, (ii) CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, and (iii) any Affiliate of any CD&R Investor identified in clauses (i) and (ii) of this definition.

  • Other Investors shall have the meaning set forth in the Preamble.

  • Investors means the Initial Investors and any transferee or assignee who agrees to become bound by the provisions of this Agreement in accordance with Section 9 hereof.

  • PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.