A GREATER NUMBER
OF SUCH SHARES OF CAPITAL STOCK;
(V)
ANY SALE, LEASE, EXCHANGE, OR OTHER TRANSFER (IN ONE TRANSACTION
OR SERIES OF RELATED TRANSACTIONS) OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE COMPANY TO ANY PERSON OR GROUP OF RELATED PERSONS FOR PURPOSES OF
SECTION 13(D) OF THE EXCHANGE ACT, OTHER THAN TO (A) A WHOLLY-OWNED SUBSIDIARY
OF PARENT OR THE COMPANY OR (B) ONE OR MORE MEMBERS OF THE SHAREHOLDER GROUP; OR
(VI)
PARENT SHALL CEASE, WHETHER DIRECTLY OR INDIRECTLY THROUGH ONE OR
MORE WHOLLY-OWNED SUBSIDIARIES, TO HAVE THE POWER TO VOTE OR DIRECT THE VOTING
OF SECURITIES HAVING MORE THAN 50% OF THE ORDINARY VOTING POWER FOR THE ELECTION
OF DIRECTORS OF THE COMPANY.
(B)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
AND THE REGULATIONS OR OTHER GUIDELINES OF GENERAL APPLICABILITY PROMULGATED
THEREUNDER.
(C)
"CONTINUING DIRECTORS" SHALL MEAN ANY PERSON WHO (I) WAS A MEMBER
OF THE BOARD OF PARENT ON THE APPOINTMENT DATE, (II) IS THEREAFTER NOMINATED FOR
ELECTION OR ELECTED TO THE BOARD OF PARENT WITH THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE CONTINUING DIRECTORS WHO ARE MEMBERS OF SUCH BOARD OF PARENT AT
THE TIME OF SUCH NOMINATION OR ELECTION, OR (III) IS A MEMBER
OF THE BOARD OF
PARENT AND ALSO A MEMBER OF THE SHAREHOLDER GROUP.
(D)
"GROUP" MEANS ANY GROUP OF RELATED PERSONS FOR PURPOSES OF
SECTION 13(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(E)
"MANAGE" (OR "MANAGING") MEANS WITH RESPECT TO THE BUSINESS OR
OPERATION OF A TELEVISION STATION, (I) THE PROVISION OF MANAGEMENT SERVICES,
(II) THE RIGHT TO PROGRAM, OR SELECT A SUBSTANTIAL PORTION OF THE PROGRAMMING
OF, SUCH STATION, INCLUDING THROUGH A LOCAL MARKETING AGREEMENT, TIME BROKERAGE
AGREEMENT, JOINT SALES AGREEMENT, SHARED SERVICES AGREEMENT, OR OTHER SIMILAR
AGREEMENTS (COLLECTIVELY, A "SERVICES AGREEMENT"), OR (III) THE SALE OF, OR THE
RIGHT TO SELL, THE ADVERTISING OF SUCH STATION THROUGH A SERVICES AGREEMENT.
(F)
"PERSON" SHALL MEAN AN INDIVIDUAL, A CORPORATION, LIMITED
LIABILITY COMPANY, A PARTNERSHIP, AN ASSOCIATION, A TRUST OR ANY OTHER ENTITY OR
ORGANIZATION, INCLUDING ANY OTHER FORM OF BUSINESS ENTITY OR ANY GOVERNMENT OR
POLITICAL SUBDIVISION OR AN AGENCY OR INSTRUMENTALITY THEREOF.
(G)
"SHAREHOLDER GROUP" SHALL MEAN HM CAPITAL PARTNERS, LLC, AND ANY
PERSON CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH IT.
25.
INTERPRETATION. THE HEADINGS IN THIS AGREEMENT ARE INSERTED FOR
CONVENIENCE ONLY AND SHALL NOT CONSTITUTE A PART HEREOF. EXCEPT WHERE THE
CONTEXT REQUIRES OTHERWISE, WHENEVER USED IN THIS AGREEMENT, THE SINGULAR
INCLUDES THE PLURAL, THE PLURAL INCLUDES THE SINGULAR, THE USE OF ANY GENDER IS
APPLICABLE TO ALL GENDERS AND THE WORD "OR" HAS THE INCLUSIVE MEANING
REPRESENTED BY THE PHRASE "AND/OR."
THE WORDS "INCLUDE" AND "INCLUDING" AND
VARIATIONS THEREOF, SHALL NOT BE DEEMED TO BE TERMS OF LIMITATION, BUT RATHER
SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
A REFERENCE
IN THIS AGREEMENT TO A SECTION,
12
PARAGRAPH, EXHIBIT OR SCHEDULE IS TO THE REFERENCED SECTION, PARAGRAPH,
EXHIBIT