Common use of First Put Option Clause in Contracts

First Put Option. (a) Upon the terms and subject to the conditions set forth in this Agreement, ITT MSG shall have the option (the "First Put Option") to require Cablevision to purchase 50% of the remaining ITT MSG Interest, or, at the election of Cablevision, to require Cablevision to cause MSG to redeem a portion of the ITT MSG Interest so that following such redemption the ITT MSG Interest is one-half of what it was immediately prior to such redemption, (the ITT MSG Interest so transferred or redeemed hereunder is referred to as the "Second Transferred Interest") on the first anniversary of the Initial Closing Date for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million (in either case, as such amount may be increased pursuant to Section 2.07) (the "First Put Purchase Price"). If ITT MSG exercises the First Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest pursuant to the terms of this Agreement. At the election of Cablevision, the First Put Purchase Price may be paid entirely in cash as set forth in Section 2.05 below, entirely in shares of Cablevision Common Stock as set forth in Section 2.06 below or in any combination thereof. In the event that Cablevision shall not be able to purchase, or cause MSG to redeem, the Second Transferred Interest because of a failure of any condition to the closing of such purchase or redemption set forth in Section 7.01(a)(iii), (iv), (v) or (vi) (other than as a result of a breach by Cablevision or any of its Affiliates), Cablevision shall have the right during the 45-day period following the first anniversary of the Initial Closing Date to cause a third party designated by Cablevision to purchase the Second Transferred Interest for a price payable in cash equal to the First Put Purchase Price.

First Put Option. (a) Upon During the terms period commencing on January 1, 2024 and subject to ending on March 31, 2024 (such period, the conditions set forth in this Agreement, ITT MSG shall have the option (the "“First Put Option"Option Period”), the Founders are hereby granted the right and option, but not the obligation, to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision) to require Cablevision to purchase 5010% of the remaining ITT MSG Interestaggregate share capital of Adsmurai (on a pari passu basis with respect to each Founder’s ownership share, orunless otherwise agreed by the Parties in writing) (the “First Put Option Shares”) (the “First Put Option Right”). The Founders agree that the Founders Representative shall be able to decide, at its sole discretion, whether or not the election Founders shall exercise the First Put Option Right, for which purposes the Founders hereby grant the Founders Representative with the full power and authority to exercise the First Put Option Right on their behalf. Any decision by the Founders Representative to exercise the First Put Option Right on behalf of Cablevisionall the Founders shall be final and binding upon them. (b) The Founders may exercise the First Put Option Right by delivery from the Founders Representative of written notice of such exercise (the “First Put Option Exercise Notice”) to Entravision at any time during the First Put Option Period. Upon delivery of a First Put Option Exercise Notice in accordance with this Clause 2, Entravision (or an Affiliate of Entravision as designated by Entravision) will be obligated to require Cablevision to cause MSG to redeem a portion purchase from the Founders, and each of the ITT MSG Interest so that Founders will be obligated to sell and transfer to Entravision (or an Affiliate of Entravision as designated by Entravision), the First Put Option Shares for an aggregate purchase price which will be an amount equal to the following such redemption the ITT MSG Interest is one-half of what it was immediately prior to such redemption, (the ITT MSG Interest so transferred or redeemed hereunder is “First Put Option Purchase Price”): 11 i. an amount equal to 10% multiplied by: (the following product of (a) and (b) referred to as the "Second Transferred Interest"“2023 Adsmurai Valuation”) on (a) 2023 EBITDA, multiplied by (b) the first anniversary of following multiple: - If 2023 EBITDA is ≥ 30% over 2022 EBITDA, the Initial Closing Date for a purchase price of $94 million ormultiple will be 13x. - If 2023 EBITDA is ≥ 20% and < 30% over 2022 EBITDA, the multiple will be 11x. - If 2023 EBITDA is ≥ 10% and < 20% over 2022 EBITDA, the multiple will be 9x. - If 2023 EBITDA is < 10% over 2022 EBITDA, the multiple will be 6x. provided, however, if the Aircraft shall not have been contributed 2023 Adsmurai Valuation is less than the Option Floor, then the 2023 Adsmurai Valuation will be deemed to MSG at the time of payment, $75 million (in either case, as such amount may be increased pursuant to Section 2.07) (the "First Put Purchase Price"). If ITT MSG exercises the First Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest pursuant to the terms of this Agreement. At the election of Cablevision, the First Put Purchase Price may be paid entirely in cash as set forth in Section 2.05 below, entirely in shares of Cablevision Common Stock as set forth in Section 2.06 below or in any combination thereof. In the event that Cablevision shall not be able to purchase, or cause MSG to redeem, the Second Transferred Interest because of a failure of any condition to the closing of such purchase or redemption set forth in Section 7.01(a)(iii), (iv), (v) or (vi) (other than as a result of a breach by Cablevision or any of its Affiliates), Cablevision shall have the right during the 45-day period following the first anniversary of the Initial Closing Date to cause a third party designated by Cablevision to purchase the Second Transferred Interest for a price payable in cash equal to the First Put Purchase Price.Option Floor;