WITH THE ESOP AND ITS
ADVISORS ON ALL MATERIAL ASPECTS OF THE SALE PROCESS AND STRATEGY IN EFFECTING
THE DIVESTITURES, INCLUDING ANY PUBLIC ANNOUNCEMENTS RELATED THERETO,
(C) COORDINATE WITH THE ESOP AND ITS ADVISORS ON ALL MATERIAL TERMS, CONDITIONS
AND OBLIGATIONS OF A PROPOSED DIVESTURE, INCLUDING TRANSACTION STRUCTURE AND
TIMING, PRICE, FORM OF CONSIDERATION, TAX CONSIDERATIONS, REPRESENTATIONS AND
WARRANTIES, INDEMNIFICATION OBLIGATIONS AND OTHER MATERIAL TERMS, CONDITIONS AND
OBLIGATIONS, AND (D) PROVIDE THE ESOP AND ITS ADVISORS WITH A REASONABLE
OPPORTUNITY TO REVIEW AND COMMENT UPON ANY MATERIAL TRANSACTION DOCUMENTS
RELATED TO A PROPOSED DIVESTITURE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
REQUIRE THE COMPANY TO CONSUMMATE ANY SUCH DIVESTITURE OR TO ENTER INTO ANY
AGREEMENT FOR SUCH DIVESTITURE THAT IS NOT CONDITIONED ON THE CLOSING OF THE
MERGER.
SECTION 5.13
FCC MATTERS. DURING THE PERIOD FROM THE DATE OF THIS
AGREEMENT TO THE EFFECTIVE TIME OR THE DATE, IF ANY, ON WHICH THIS AGREEMENT IS
TERMINATED PURSUANT TO ARTICLE VII, THE COMPANY SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO: (I) COMPLY IN ALL MATERIAL RESPECTS WITH ALL MATERIAL
REQUIREMENTS OF THE FCC APPLICABLE TO THE CONSTRUCTION OR OPERATION OF A COMPANY
STATION, (II) PROMPTLY DELIVER TO THE ESOP COPIES OF ANY MATERIAL REPORTS,
APPLICATIONS, PETITIONS, OBJECTIONS OR RESPONSES FILED WITH THE FCC WITH RESPECT
TO A COMPANY STATION, (III) PROMPTLY NOTIFY THE ESOP OF ANY MATERIAL INQUIRY,
INVESTIGATION OR PROCEEDING INITIATED BY THE FCC RELATING TO A COMPANY STATION,
(IV) MAINTAIN IN EFFECT ALL OF THE COMPANY FCC LICENSES MATERIAL TO THE
OPERATION OF A COMPANY STATION AND (V) NOT MAKE OR REVOKE ANY ELECTION WITH THE
FCC IF SUCH ELECTION OR REVOCATION WOULD BE MATERIAL AND ADVERSE, INDIVIDUALLY
OR IN THE AGGREGATE, TO THE COMPANY OR ANY OF ITS SUBSIDIARIES.
45
SECTION 5.14
COMPANY OFFER.
(A)
AS PROMPTLY AS REASONABLY PRACTICABLE AFTER THE DATE HEREOF, THE
COMPANY SHALL COMMENCE (WITHIN THE MEANING OF RULE 14D-2 UNDER THE EXCHANGE ACT)
A TENDER OFFER (AS IT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THIS
AGREEMENT, THE "OFFER") TO PURCHASE UP TO APPROXIMATELY 126 MILLION SHARES OF
COMPANY COMMON STOCK AT A PRICE OF $34 PER SHARE (SUCH AMOUNT, OR ANY DIFFERENT
AMOUNT PER SHARE OFFERED PURSUANT TO THE OFFER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT, THE "OFFER PRICE"). THE OFFER SHALL BE SUBJECT TO THE CONDITIONS
SET FORTH IN SECTION 5.14 OF THE COMPANY DISCLOSURE SCHEDULE. THE COMPANY
EXPRESSLY RESERVES THE RIGHT (SUBJECT TO THE TERMS OF THE TRIBUNE PURCHASE
AGREEMENT) TO WAIVE ANY OF THE CONDITIONS TO THE OFFER AND TO MAKE ANY CHANGE IN
THE TERMS OF OR CONDITIONS TO THE OFFER. SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE OFFER, THE OFFER SHALL EXPIRE AT MIDNIGHT, NEW YORK CITY
TIME, ON THE DATE THAT IS 20 BUSINESS DAYS (FOR THIS PURPOSE CALCULATED IN
ACCORDANCE WITH SECTION 14D-1(G)(3) UNDER THE EXCHANGE ACT) AFTER THE DATE THAT
THE OFFER IS COMMENCED, UNLESS EXTENDED.
(B)
AS SOON AS PRACTICABLE