IS ADVERSE TO THE COMPANY;
(XI)
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER
INTO ANY COMPANY MATERIAL CONTRACTS;
(XII)
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, (A)
MAKE, CHANGE OR REVOKE ANY MATERIAL TAX ELECTION, (B) FILE ANY AMENDED TAX
RETURN, OR (C) SETTLE OR COMPROMISE ANY LIABILITY FOR TAXES OR SURRENDER ANY
CLAIM FOR A REFUND OF TAXES, OTHER THAN IN THE CASE OF CLAUSES (B) AND (C)
HEREOF IN RESPECT OF ANY TAXES THAT HAVE BEEN IDENTIFIED IN THE RESERVES FOR
TAXES IN THE COMPANY'S GAAP FINANCIAL STATEMENTS;
(XIII)
SHALL NOT ACQUIRE, EXCEPT IN RESPECT OF ANY MERGERS,
CONSOLIDATIONS, BUSINESS COMBINATIONS AMONG THE COMPANY AND ITS WHOLLY OWNED
SUBSIDIARIES OR AMONG THE COMPANY'S WHOLLY OWNED SUBSIDIARIES, INCLUDING BY
MERGER, CONSOLIDATION OR ACQUISITION OF STOCK OR ASSETS, ANY CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, OTHER BUSINESS ORGANIZATION OR ANY
DIVISION THEREOF, OR ANY MATERIAL AMOUNT OF ASSETS IN CONNECTION WITH
ACQUISITIONS OR INVESTMENTS WITH A PURCHASE PRICE OF $120 MILLION IN THE
AGGREGATE; PROVIDED THAT WITHOUT THE ESOP'S CONSENT (WHICH CONSENT MAY NOT BE
UNREASONABLY WITHHELD), THE COMPANY SHALL NOT ACQUIRE OR MAKE ANY INVESTMENT (OR
AGREE TO ACQUIRE OR TO MAKE ANY INVESTMENT) IN ANY ENTITY THAT HOLDS, OR HAS AN
ATTRIBUTABLE INTEREST IN, ANY LICENSE, AUTHORIZATION, PERMIT OR APPROVAL ISSUED
BY THE FCC;
(XIV)
SHALL NOT ADOPT OR ENTER INTO A PLAN OF RESTRUCTURING,
RECAPITALIZATION OR OTHER REORGANIZATION (OTHER THAN AS CONTEMPLATED IN THIS
AGREEMENT);
(XV)
SHALL NOT SETTLE OR COMPROMISE ANY CLAIM, SUIT, ACTION,
ARBITRATION, OR OTHER PROCEEDING, WHETHER ADMINISTRATIVE, CIVIL OR CRIMINAL, IN
LAW OR IN EQUITY, INCLUDING IN CONNECTION WITH THE MATTHEW BENDER AND MOSBY TAX
LITIGATION, EXCEPT FOR CLAIMS THAT CONSIST
30
SOLELY OF MONETARY DAMAGES IN AN AMOUNT NOT TO EXCEED $20 MILLION INDIVIDUALLY
AND $75 MILLION IN THE AGGREGATE;
(XVI)
SHALL NOT MAKE ANY CAPITAL EXPENDITURES OTHER THAN IN ACCORDANCE
WITH THE COMPANY'S BUDGET CONSISTENT WITH PAST PRACTICE AND OTHER THAN
EXPENDITURES NECESSARY IN RESPONSE TO EMERGENCIES SUCH AS NATURAL DISASTERS OR
ACTS OF TERRORISM, IN EACH CASE IN ACCORDANCE WITH PAST PRACTICE;
(XVII)
SHALL NOT ENTER INTO ANY TRANSACTION, AGREEMENT, ARRANGEMENT OR
UNDERSTANDING BETWEEN (A) THE COMPANY OR ANY SUBSIDIARY, ON THE ONE HAND, AND
(B) ANY AFFILIATE OF THE COMPANY (OTHER THAN THE SUBSIDIARIES), ON THE OTHER
HAND, OF THE TYPE THAT WOULD BE REQUIRED TO BE DISCLOSED UNDER ITEM 404 OF
REGULATION S-K PROMULGATED BY THE SEC;
(XVIII)
SHALL NOT KNOWINGLY TAKE ANY ACTION THAT WOULD BE REASONABLY LIKELY
TO PREVENT OR CAUSE A MATERIAL DELAY IN THE SATISFACTION OF THE CONDITIONS
CONTAINED IN SECTIONS 6.1 AND 6.3 OR THE CONSUMMATION OF THE MERGER; AND
(XIX)
SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, AGREE,
IN WRITING OR OTHERWISE, TO TAKE ANY OF THE FOREGOING ACTIONS.
(C)
THE COMPANY (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES AND
AFFILIATES) AGREES THAT, BETWEEN THE DATE HEREOF AND THE EFFECTIVE TIME, THEY
SHALL NOT, AND SHALL NOT PERMIT ANY