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i. TBS had incorporated the 20 Mirror Subsidiaries, which
together with TBS would become the shareholders of MGM as the
result of the merger of Merger Sub into MGM on March 25, 1986.
j. A Disbursing Agent had been appointed for the merger
consideration.
A closing occurred on March 25, 1986, pursuant to the final
transaction documents and was memorialized by a Closing
Memorandum and a Funds Transfer Memorandum. The parties have
stipulated that each of the events memorialized occurred. Those
events were deemed to be simultaneous and included:
a. TBS and TBS' Merger Sub transferred $994,902,740 and
49,745,137 shares of TBS Preferred Stock to the MGM Shareholders
Account established at the Disbursing Agent.
b. Tracinda delivered its 22,973,585 MGM shares to the
Disbursing Agent.
c. Tracinda acknowledged receipt of $459,471,700 cash and
22,973,585 shares of TBS Preferred Stock from the Disbursing
Agent.
d. At the direction of Tracinda, the Disbursing Agent
transferred $447,706,233 from the MGM Shareholders Account to MGM
in payment of the purchase price for the UA stock. This payment
was funded from the cash portion of the consideration received by
Tracinda for its MGM shares (i.e., Tracinda paid for the UA stock
using cash it received from TBS in the MGM Purchase).
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