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In the Bender agreement, Reed and Times Mirror agreed, in
pertinent part, to the following:
SECTION 1.1. The Merger. At the Effective Time
(as defined in Section 1.3) and upon the terms and
subject to the conditions of this Agreement and in
accordance with the New York Business Corporation Law
* * *, MergerSub shall be merged with and into * * *
[Bender] (the “Merger”). Following the Merger, * * *
[Bender] shall continue as the surviving corporation
(the “Surviving Corporation”) and the separate
corporate existence of MergerSub shall cease. The
Merger is intended to qualify as a tax-free
reorganization under Section 368 of the Code.
* * * * * * *
SECTION 1.8. Conversion of Shares.
(a) Merger Consideration. At the Effective
Time, each share of common stock, par value $100.00 per
share, of * * * [Bender] (individually a “Share” and
collectively the “Shares”) issued and outstanding
immediately prior to the Effective Time (other than
Shares held in * * * [Bender’s] treasury or by any of
* * * [Bender’s] Subsidiaries), all of which are owned
by TMD, shall, by virtue of the Merger and without any
action on the part of MergerSub, * * * [Bender] or the
holder thereof, be converted into and shall become the
right to receive a number of the fully paid and
nonassessable shares of MB Parent Common Stock held by
MergerSub immediately prior to the Effective Time equal
to a fraction, the numerator of which is the number of
shares of MB Parent Common Stock held by MergerSub
immediately prior to the Effective Time and the
denominator of which is the number of Shares
outstanding immediately prior to the Effective Time
(the “Merger Consideration”).
* * * * * * *
SECTION 1.10. Exchange of Certificates.
* * * * * * *
(c) Effect of Exchange. All shares of
MB Parent Common Stock issued upon the surrender of
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