OF THEIR RESPECTIVE SUBSIDIARIES OR
AFFILIATES TO ENTER INTO OR CONSUMMATE ANY AGREEMENTS OR ARRANGEMENTS FOR AN
ACQUISITION (VIA STOCK PURCHASE, MERGER, CONSOLIDATION, PURCHASE OF ASSETS OR
OTHERWISE) OF ANY OWNERSHIP INTEREST ATTRIBUTABLE TO THE ESOP OR ANY OF ITS
AFFILIATES UNDER THE FCC RULES IN ANY RADIO OR TELEVISION BROADCAST LICENSEE, OR
THE PUBLISHER OF ANY ENGLISH LANGUAGE DAILY NEWSPAPER OF GENERAL CIRCULATION, IF
THE OWNERSHIP OF SUCH INTEREST WOULD REASONABLY BE EXPECTED (A) TO RESULT IN ANY
DELAY IN OBTAINING, OR FAILURE TO OBTAIN, THE FCC ORDER OR (B) TO REQUIRE THE
FCC TO ISSUE ADDITIONAL WAIVERS OF ITS OWNERSHIP RULES IN PRIOR TO GRANTING THE
FCC ORDER.
SECTION 5.2
INVESTIGATION. THE COMPANY SHALL AFFORD TO THE ESOP AND
ITS ACCOUNTANTS, CONSULTANTS, LEGAL COUNSEL, FINANCIAL ADVISORS, AND AGENTS AND
OTHER REPRESENTATIVES (COLLECTIVELY, "REPRESENTATIVES") REASONABLE ACCESS DURING
NORMAL BUSINESS HOURS, THROUGHOUT THE PERIOD PRIOR TO THE EARLIER OF THE
EFFECTIVE TIME AND THE TERMINATION DATE, TO ITS AND ITS SUBSIDIARIES' OFFICERS,
EMPLOYEES, PROPERTIES, CONTRACTS, COMMITMENTS, BOOKS AND RECORDS AND ANY REPORT,
SCHEDULE OR OTHER DOCUMENT FILED OR RECEIVED BY IT PURSUANT TO THE REQUIREMENTS
OF APPLICABLE LAWS AND SHALL FURNISH THE ESOP WITH FINANCIAL, OPERATING AND
OTHER DATA AND INFORMATION AS THE ESOP, THROUGH ITS RESPECTIVE OFFICERS,
EMPLOYEES OR OTHER AUTHORIZED REPRESENTATIVES, MAY FROM TIME TO TIME REASONABLY
REQUEST IN WRITING.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT BE
REQUIRED TO AFFORD SUCH ACCESS IF IT WOULD UNREASONABLY DISRUPT THE OPERATIONS
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, WOULD CAUSE A VIOLATION OF ANY
AGREEMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY, WOULD
CAUSE A MATERIAL RISK OF A LOSS OF PRIVILEGE TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR WOULD CONSTITUTE A VIOLATION OF ANY APPLICABLE LAW, NOR SHALL
THE ESOP OR ANY OF ITS REPRESENTATIVES BE PERMITTED TO PERFORM ANY ONSITE
PROCEDURE (INCLUDING ANY ONSITE ENVIRONMENTAL STUDY) WITH RESPECT TO ANY
PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXCEPT, WITH RESPECT TO ANY
ONSITE PROCEDURE,
31
WITH THE COMPANY'S PRIOR WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, DELAYED OR CONDITIONED IF SUCH PROCEDURE IS NECESSARY FOR
THE FINANCING).
SECTION 5.3
NO SOLICITATION.
(A)
SUBJECT TO SECTION 5.3(B)-(E), (I) THE COMPANY SHALL, AND SHALL
CAUSE ITS SUBSIDIARIES TO, AND SHALL DIRECT ITS AND THEIR RESPECTIVE
REPRESENTATIVES TO, IMMEDIATELY CEASE ANY DISCUSSIONS OR NEGOTIATIONS WITH ANY
PARTIES THAT MAY BE ONGOING WITH RESPECT TO ANY ALTERNATIVE PROPOSAL AND
(II) DURING THE PERIOD BEGINNING ON THE DATE HEREOF AND CONTINUING UNTIL THE
EFFECTIVE TIME OR, IF EARLIER, THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ARTICLE VII, THE COMPANY AGREES THAT NEITHER IT NOR ANY SUBSIDIARY OF THE
COMPANY SHALL, AND THAT IT SHALL DIRECT ITS AND THEIR RESPECTIVE REPRESENTATIVES
NOT TO, DIRECTLY OR INDIRECTLY, (A) SOLICIT, INITIATE OR KNOWINGLY FACILITATE OR
ENCOURAGE ANY INQUIRY WITH RESPECT TO, OR THE MAKING, SUBMISSION OR ANNOUNCEMENT
OF, ANY ALTERNATIVE PROPOSAL (AS HEREINAFTER DEFINED), (B) PARTICIPATE IN ANY
NEGOTIATIONS REGARDING AN