EXHIBIT 10.2
SHARE REPURCHASE
AGREEMENT
This Share Repurchase Agreement
(this “ Agreement ”) is entered into as of
February 27, 2006, by and between Entravision Communications
Corporation, a Delaware corporation (“ Entravision
”), and Univision Communications Inc., a Delaware corporation
(“ Univision ”).
RECITALS
WHEREAS, Univision is the holder of
24,352,729 shares of Entravision’s Class U common stock, par
value $0.0001 per share, which shares represent one hundred percent
(100%) of the issued and outstanding shares of such Class U
common stock (the “ Class U Common
”).
WHEREAS, Entravision desires to
repurchase the Repurchased Shares (as defined below), on the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of
the foregoing and of the mutual covenants, agreements, and
conditions hereafter set forth, and for other good, valuable, and
binding consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound hereby agree as follows:
AGREEMENT
|
I.
|
Terms of
Share Repurchase.
|
(a) Repurchase; Repurchase
Price . On the Closing Date (as defined below), Entravision
will repurchase 7,000,000 shares of Class U Common (the “
Repurchased Shares ”) from Univision and Univision
will sell the Repurchased Shares to Entravision free and clear of
all liens, security interests, pledges, claims and encumbrances of
any kind, nature or description other than restrictions under
applicable securities laws, and on the terms and conditions set
forth herein (the “ Share Repurchase ”). The
total repurchase price to be paid by Entravision to Univision for
the Repurchased Shares is Fifty-One Million One Hundred Thousand
Dollars ($51,100,000) (the “ Repurchase Price
”).
(b) Closing . Entravision
will deliver the Repurchase Price to Univision by wire transfer in
immediately available U.S. funds on March 2, 2006 (the “
Closing Date ”) to an account specified in writing by
Univision, and on the Closing Date Univision will surrender any
stock certificate or certificates evidencing the Repurchased
Shares, together with any letters of instruction, stock powers or
any other documents reasonably necessary to effect the repurchase
of the Repurchased Shares by Entravision.
(c) Representations and
Warranties . Each of the following representations and
warranties is made as of the date of this Agreement.
(i) Power, Authority and
Enforceability; No Conflict . Each party hereby represents and
warrants to the other that (1) such party has full corporate
power and authority to execute and deliver this Agreement,
(2) this Agreement has been duly and validly executed and
delivered by such party and (3) this Agreement constitutes the
valid and binding agreement of such party, enforceable in
accordance with its terms except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and subject to general
principles of equity, and (4) the execution, delivery and
performance by such party of this Agreement does not and will not
conflict with or result in a breach or violation of (A) any of
the terms or provisions of, or constitute a default (or an event
which with notice or lapse of time or both would become a default)
under, or give to others any rights or termination, amendment,
acceleration or cancellation of, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which
such party or any of its subsidiaries is a party or is bound or
(B) any applicable law or statute or any order, rule or
regulation of any court or
governmental agency or body having
jurisdiction over such party or any of its subsidiaries, except for
in the case of either clause (A) or (B) such conflicts,
breaches or violations that would not prevent or delay the
consummation of the transactions contemplated by this Agreement,
nor will any such action result in any violation of the provisions
of the certificate of incorporation or the by-laws of such
party.
(ii) Title to Repurchased
Shares . Univision repr
