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e. MGM delivered to the Disbursing Agent, as transfer agent
for UA, share certificates representing 49,745,137 UA shares,
which constituted all the issued and outstanding shares of UA.
MGM also instructed the Disbursing Agent, as transfer agent for
UA shares, to cancel the UA stock certificates held in the name
of MGM, duly endorsed for transfer to Tracinda, and to issue to
Tracinda UA stock certificates for an aggregate 49,745,137 UA
shares. The Disbursing Agent delivered to Tracinda five
certificates of UA common stock representing in aggregate
49,745,137 shares.
f. MGM transferred $294,809,214.66 to its banks in
satisfaction of its bank borrowings.
g. MGM transferred to UA $17,275,000, which represented the
amount payable by MGM to UA under clause 6.2 of the Merger
Agreement.11
After the transfers described above, the balance of MGM's
account at the Disbursing Agent was approximately
$140,399,278.34, with MGM having the right to instruct the
Disbursing Agent with respect to the investment or transfer of
such funds.
11Clause 6.2 provided for the transfer of assets between MGM
and UA to give effect to the terms of the Merger Agreement and in
particular to reflect the agreement that there would be
adjustments made to reflect the position of UA as if UA had
operated as an independent company since May 31, 1985, until the
transaction closed on Mar. 25, 1986.
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