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certificates representing Shares in accordance with the
terms hereof shall be deemed, to the fullest extent
permitted by applicable law, to have been issued in
full satisfaction of all rights pertaining to such
Shares * * *
* * * * * * *
SECTION 2.4. Conditions to TM Parties’
Obligations. The obligations of the TM Parties to
consummate the Merger are subject to the satisfaction
(or waiver by each of the TM Parties) as of the
Effective Time of the following conditions:
* * * * * * *
(f) Legal Opinions.
* * * * * * *
(ii) Times Mirror shall have received a
favorable opinion of its legal counsel, in form and
substance reasonably satisfactory to it, as to the
qualification of the Merger as a reorganization under
the provisions of Section 368 of the Code.
SECTION 2.5. Substitution Transaction. In the
event that the condition to the obligations of Times
Mirror, TMD and * * * [Bender] to consummate the
Closing contained in Section 2.4(f)(ii) is not
satisfied or waived by October 31, 1998 or such earlier
date on which all other conditions in Sections 2.1, 2.2
and 2.4 have been satisfied or waived (the “Revision
Date”) then * * * (iii) for a period of 45 days from
the Revision Date (the “Renegotiation Period”),
Acquiror and Times Mirror shall enter into bona-fide
negotiations with a view to determining whether
agreement can be reached as to the terms and conditions
upon which the transactions contemplated by this
Agreement may be structured so as to replicate as much
as practicable the relative economic benefits that each
party and their Affiliates would have derived from the
transactions contemplated by the Agreement (any such
restructured transaction hereafter referred to as the
“Substitution Transaction”), (iv) unless the parties
agree to the terms and conditions of a Substitution
Transaction during the Renegotiation Period, as soon as
practicable following the expiration of such period,
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