ALTERNATIVE PROPOSAL WITH, OR FURNISH ANY NONPUBLIC
INFORMATION REGARDING AN ALTERNATIVE PROPOSAL OR ACCESS TO ITS PROPERTIES,
BOOKS, RECORDS OR PERSONNEL IN CONNECTION THEREWITH TO, ANY PERSON THAT HAS MADE
OR, TO THE COMPANY'S KNOWLEDGE, IS CONSIDERING MAKING AN ALTERNATIVE PROPOSAL,
(C) ENGAGE IN DISCUSSIONS REGARDING AN ALTERNATIVE PROPOSAL WITH ANY PERSON THAT
HAS MADE OR, TO THE COMPANY'S KNOWLEDGE, IS CONSIDERING MAKING AN ALTERNATIVE
PROPOSAL, EXCEPT TO NOTIFY SUCH PERSON AS TO THE EXISTENCE OF THE PROVISIONS OF
THIS SECTION 5.3, (D) APPROVE, ENDORSE OR RECOMMEND ANY ALTERNATIVE PROPOSAL,
(E) ENTER INTO ANY LETTER OF INTENT OR AGREEMENT IN PRINCIPLE OR ANY AGREEMENT
PROVIDING FOR ANY ALTERNATIVE PROPOSAL (EXCEPT FOR CONFIDENTIALITY AGREEMENTS
PERMITTED UNDER SECTION 5.3(B)), (F) OTHERWISE COOPERATE WITH, OR ASSIST OR
PARTICIPATE IN, OR KNOWINGLY FACILITATE OR ENCOURAGE ANY EFFORT OR ATTEMPT BY
ANY PERSON (OTHER THAN THE ESOP, MERGER SUB, TRIBUNE ACQUISITION OR THEIR
REPRESENTATIVES) WITH RESPECT TO, OR WHICH WOULD REASONABLY BE EXPECTED TO
RESULT IN, AN ALTERNATIVE PROPOSAL, OR (G) EXEMPT ANY PERSON FROM THE
RESTRICTIONS CONTAINED IN ANY STATE TAKEOVER OR SIMILAR LAWS, INCLUDING SECTION
203 OF THE DGCL OR OTHERWISE CAUSE SUCH RESTRICTIONS NOT TO APPLY.
THE COMPANY
SHALL PROMPTLY INFORM ITS REPRESENTATIVES, AND SHALL CAUSE ITS SUBSIDIARIES
PROMPTLY TO INFORM THEIR RESPECTIVE REPRESENTATIVES, OF THE OBLIGATIONS UNDER
THIS SECTION 5.3(A).
WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD THAT ANY
ACTION OF ANY SUBSIDIARY OF THE COMPANY OR REPRESENTATIVE OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES THAT WOULD BE A VIOLATION IF TAKEN BY THE COMPANY SHALL BE
DEEMED TO BE A BREACH OF THIS SECTION 5.3 BY THE COMPANY.
(B)
NOTWITHSTANDING THE LIMITATIONS SET FORTH IN SECTION 5.3(A), AT
ANY TIME FROM THE DATE HEREOF AND CONTINUING UNTIL THE EARLIER OF THE RECEIPT OF
THE COMPANY SHAREHOLDER APPROVAL AND THE TERMINATION DATE, IF THE COMPANY
RECEIVES A BONA FIDE WRITTEN ALTERNATIVE PROPOSAL THAT WAS NOT SOLICITED AFTER
THE EXECUTION AND DELIVERY HEREOF (I) WHICH (A) CONSTITUTES A SUPERIOR PROPOSAL
OR (B) THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES
IN GOOD FAITH COULD REASONABLY BE EXPECTED TO RESULT IN A SUPERIOR PROPOSAL, AND
(II) WHICH THE SPECIAL COMMITTEE OR THE BOARD OF DIRECTORS OF THE COMPANY
DETERMINES IN GOOD FAITH, AFTER CONSULTATION WITH THE SPECIAL COMMITTEE'S OR THE
COMPANY'S OUTSIDE LEGAL COUNSEL, THAT THE FAILURE OF THE SPECIAL COMMITTEE OR
THE BOARD OF DIRECTORS OF THE COMPANY TO TAKE THE ACTIONS SET FORTH IN CLAUSES
(X) AND (Y) BELOW WITH RESPECT TO SUCH ALTERNATIVE PROPOSAL WOULD BE
INCONSISTENT WITH THE DIRECTORS' EXERCISE OF THEIR FIDUCIARY OBLIGATIONS TO THE
COMPANY'S SHAREHOLDERS UNDER APPLICABLE LAW, THEN THE COMPANY MAY TAKE THE
FOLLOWING ACTIONS:
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(X) FURNISH NONPUBLIC INFORMATION TO THE THIRD PARTY (INCLUDING ITS
REPRESENTATIVES) MAKING SUCH ALTERNATIVE PROPOSAL (IF, AND ONLY IF, PRIOR TO SO
FURNISHING SUCH INFORMATION, THE COMPANY RECEIVES FROM THE THIRD PARTY AN
EXECUTED AGREEMENT HAVING PROVISIONS REQUIRING SUCH PARTY TO KEEP SUCH
INFORMATION CONFIDENTIAL THAT, SUBJECT TO SECTION 5.3(D), ARE SUBSTANTIALLY
SIMILAR