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designations, preferences, voting powers, rights and
qualifications as are set forth in the MB Parent
Certificate of Incorporation;
WHEREAS, immediately prior to the Effective Time,
in consideration for 25% of the authorized and
outstanding shares of MergerSub Preferred Stock and 25%
of the authorized and outstanding shares of MergerSub
Participating Preferred Stock held by REBV, MB Parent
will issue to REBV 25% of the MB Parent Preferred
Stock, which MB Parent Preferred Stock will have 20% of
the Voting Power and such other designations,
preferences, voting powers, rights and qualifications
as are set forth in the MB Parent Certificate of
Incorporation;
WHEREAS, immediately prior to the Effective Time,
in consideration for $1,375,000,000, MB Parent will
issue to MergerSub 100% of the authorized shares of
Common Stock, par value $.01 per share, of MB Parent
(“MB Parent Common Stock”), which MB Parent Common
Stock will have 20% of the Voting Power and such other
designations, preferences, voting powers, rights and
qualifications as are set forth in the MB Parent
Certificate of Incorporation;
WHEREAS, in anticipation of the Merger, MB Parent
will cause Liberty Bell I, LLC, a single-member
Delaware limited liability company (“LLC”) to be formed
under the laws of the State of Delaware prior to the
Effective Time by filing with the Secretary of State of
the State of Delaware the Certificate of Formation of
LLC * * *;
WHEREAS, in anticipation of the Merger, MB Parent,
an affiliate of MB Parent and Times Mirror will enter
into a Limited Liability Company Agreement of LLC
pursuant to which the affiliate of MB Parent shall be
appointed the initial manager of LLC and, immediately
after the Effective Time, Times Mirror shall be
appointed the manager of LLC * * *;
WHEREAS, immediately after the Effective Time, in
accordance with the terms of the LLC Agreement,
MB Parent will make a contribution to LLC in the amount
of $1,375,000,000;
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