ON THE DATE OF COMMENCEMENT OF THE OFFER,
THE COMPANY SHALL (I) FILE WITH THE SEC (A) A TENDER OFFER STATEMENT ON SCHEDULE
TO WITH RESPECT TO THE OFFER (TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS
THERETO AND INCLUDING EXHIBITS THERETO, THE "SCHEDULE TO") THAT SHALL INCLUDE
THE SUMMARY TERM SHEET REQUIRED THEREBY AND, AS EXHIBITS OR INCORPORATED BY
REFERENCE THERETO, THE OFFER TO PURCHASE AND FORMS OF LETTER OF TRANSMITTAL AND
SUMMARY ADVERTISEMENT, IF ANY, IN RESPECT OF THE OFFER (COLLECTIVELY, TOGETHER
WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE "OFFER DOCUMENTS") AND (B) A
RULE 13E-3 TRANSACTION STATEMENT ON SCHEDULE 13E-3 (THE "TO SCHEDULE 13E-3"), IF
REQUIRED, AND (II) CAUSE THE OFFER DOCUMENTS TO BE DISSEMINATED TO HOLDERS OF
COMPANY COMMON STOCK. THE ESOP AND ITS COUNSEL SHALL BE GIVEN A REASONABLE
OPPORTUNITY TO REVIEW AND COMMENT ON THE SCHEDULE TO, THE OFFER DOCUMENTS AND
THE TO SCHEDULE 13E-3 EACH TIME BEFORE ANY SUCH DOCUMENT IS FILED WITH THE SEC,
AND THE COMPANY SHALL GIVE REASONABLE AND GOOD FAITH CONSIDERATION TO ANY
COMMENTS MADE BY THE ESOP AND ITS COUNSEL.
(C)
IF THE OFFER IS NOT CONSUMMATED, THIS AGREEMENT SHALL NEVERTHELESS
REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE TERMS HEREOF, AND THE
MERGER SHALL BE CONSUMMATED IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE
CONDITIONS HEREOF.
SECTION 5.15
EAGLES EXCHANGE. IN THE EVENT THAT ANY SHARES OF COMPANY
COMMON STOCK OR SERIES D-1 PREFERRED STOCK ARE OWNED OR HELD BY THE EAGLE
ENTITIES ON ANY DAY THAT IS LESS THAN 20 BUSINESS DAYS PRIOR TO CLOSING, THE
COMPANY SHALL, AND THE COMPANY SHALL CAUSE THE EAGLE ENTITIES TO, (A) ENTER INTO
AN EXCHANGE AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C,
WHICH PROVIDES FOR EAGLE NEW MEDIA AND EAGLE PUBLISHING TO AGREE, ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THE FORM OF EXCHANGE AGREEMENT, TO
EXCHANGE (THE "EXCHANGE") ALL OF THE OUTSTANDING COMPANY COMMON STOCK AND SERIES
D-1 PREFERRED STOCK HELD BY THEM FOR SHARES OF NEWLY DESIGNATED AND ISSUED
SERIES E PREFERRED STOCK, WITHOUT PAR VALUE, OF THE COMPANY (THE "SERIES E
PREFERRED STOCK"), WITH SUCH TERMS AND CONDITIONS AS ARE NECESSARY TO PROVIDE
FOR A FAIR VALUE EXCHANGE AND ARE REFLECTED IN A FORM OF CERTIFICATE OF
DESIGNATION THAT WILL BE ATTACHED AS AN EXHIBIT TO THE EXCHANGE AGREEMENT (THE
"CERTIFICATE OF DESIGNATION"), AND (B) TO CONSUMMATE THE EXCHANGE PRIOR TO
CLOSING.
46
ARTICLE VI
CONDITIONS TO THE MERGER
SECTION 6.1
CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. THE RESPECTIVE OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER SHALL BE
SUBJECT TO THE FULFILLMENT (OR WAIVER BY ALL PARTIES) AT OR PRIOR TO THE
EFFECTIVE TIME OF THE FOLLOWING CONDITIONS (PROVIDED, HOWEVER, THAT NEITHER THE
ESOP NOR MERGER SUB SHALL BE PERMITTED TO WAIVE ANY CONDITION HEREUNDER WITHOUT
THE EXPRESS WRITTEN CONSENT OF TRIBUNE ACQUISITION):
(A)
THE COMPANY SHAREHOLDER APPROVAL SHALL HAVE BEEN OBTAINED.
(B)
NO RESTRAINING ORDER, INJUNCTION OR OTHER ORDER BY ANY COURT