AND REGULATIONS OF THE NEW YORK STOCK EXCHANGE REQUIRE
FURTHER APPROVAL OF THE SHAREHOLDERS OF THE COMPANY, THE EFFECTIVENESS OF SUCH
AMENDMENT OR WAIVER SHALL BE SUBJECT TO THE APPROVAL OF THE SHAREHOLDERS OF THE
COMPANY. NOTWITHSTANDING THE FOREGOING, NO FAILURE OR DELAY BY THE COMPANY OR
THE ESOP IN EXERCISING ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER
EXERCISE OF ANY OTHER RIGHT HEREUNDER.
SECTION 8.12
TRIBUNE ACQUISITION RIGHTS. NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT
NEITHER THE ESOP NOR MERGER SUB MAY, WITHOUT THE PRIOR WRITTEN CONSENT OF
TRIBUNE ACQUISITION, EITHER (A) WAIVE OR AMEND ANY PROVISION OF THIS AGREEMENT
(INCLUDING, WITHOUT LIMITATION, ANY CONDITION UNDER SECTION 6.1 OR 6.3 HEREOF),
INCLUDING BY THE EXERCISE OF ANY CONSENT RIGHTS, OR (B) AGREE TO, OR EXERCISE
ANY RIGHT TO, TERMINATE THIS AGREEMENT UNDER SECTION 7.1(A) OR 7.1(H).
SECTION 8.13
HEADINGS. HEADINGS OF THE ARTICLES AND SECTIONS OF THIS
AGREEMENT ARE FOR CONVENIENCE OF THE PARTIES ONLY AND SHALL BE GIVEN NO
SUBSTANTIVE OR INTERPRETIVE EFFECT WHATSOEVER. THE TABLE OF CONTENTS TO THIS
AGREEMENT IS FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT IN ANY WAY THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 8.14
INTERPRETATION. WHEN A REFERENCE IS MADE IN THIS
AGREEMENT TO AN ARTICLE OR SECTION, SUCH REFERENCE SHALL BE TO AN ARTICLE OR
SECTION OF THIS AGREEMENT UNLESS OTHERWISE INDICATED. WHENEVER THE WORDS
"INCLUDE," "INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE
DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
THE WORDS "HEREOF,"
"HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT
SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF
THIS AGREEMENT. ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED
MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED
PURSUANT THERETO UNLESS OTHERWISE DEFINED THEREIN. THE DEFINITIONS CONTAINED IN
THIS AGREEMENT ARE APPLICABLE TO THE SINGULAR AS WELL AS THE PLURAL FORMS OF
SUCH TERMS AND TO THE MASCULINE AS WELL AS TO THE FEMININE AND NEUTER GENDERS OF
SUCH TERM. ANY AGREEMENT, INSTRUMENT OR STATUTE DEFINED OR REFERRED TO HEREIN OR
IN ANY AGREEMENT OR INSTRUMENT THAT IS REFERRED TO HEREIN MEANS SUCH AGREEMENT,
INSTRUMENT OR STATUTE AS FROM TIME TO TIME AMENDED, MODIFIED OR SUPPLEMENTED,
INCLUDING (IN THE CASE OF AGREEMENTS OR INSTRUMENTS) BY WAIVER OR CONSENT AND
(IN THE CASE OF STATUTES) BY SUCCESSION OF COMPARABLE SUCCESSOR STATUTES AND
REFERENCES TO ALL ATTACHMENTS THERETO AND INSTRUMENTS INCORPORATED THEREIN. EACH
OF THE PARTIES HAS PARTICIPATED IN THE DRAFTING AND NEGOTIATION OF THIS
AGREEMENT. IF AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION ARISES, THIS
AGREEMENT MUST BE CONSTRUED AS IF IT IS DRAFTED BY ALL THE PARTIES, AND NO
PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR DISFAVORING ANY PARTY BY
VIRTUE OF AUTHORSHIP OF ANY OF THE PROVISIONS OF THIS AGREEMENT.