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under this Section 29 or applicable law, any amendment
which materially and adversely affects the rights of
all the Members in the same or similar manner shall
only be effective if such amendment has been approved
by Members holding a Majority in Interest, such
approval not to be unreasonably withheld; and provided
further that any amendment to Section 9 must be
approved by TMC in its sole discretion.
* * * * * * *
33. Enforceability by TMC.
Notwithstanding any other provision of this
Agreement, the Member agrees that this Agreement
constitutes a legal, valid and binding agreement of the
Member, and is enforceable against the Member by TMC
(both in its corporate capacity, prior to the Effective
Time of the Merger, and in its capacity, as of
immediately after the Effective Time of the Merger, as
the Manager of the Company), in accordance with its
terms. In addition, TMC (both in its corporate
capacity, prior to the Effective Time of the Merger,
and in its capacity, as of immediately after the
Effective Time of the Merger, as the Manager of the
Company) is an intended beneficiary of this Agreement.
X. Execution of MB Parent Stockholders Agreement and the
MergerSub Shareholders Agreement
On July 28, 1998, representatives of Times Mirror, TMD,
REUS, REBV, and MB Parent executed an agreement entitled
“CBM Acquisition Parent Co. Stockholders Agreement” (MB Parent
stockholders agreement). Under the terms of the MB Parent
stockholders agreement, Times Mirror, TMD, REUS, REBV, and MB
Parent agreed, in pertinent part, to the following:
Section 1. Call Option with Respect to Voting
Preferred Stock.
(a) Grant of Call Option. Acquirors [REUS and
REBV] hereby grant to TMD an option, exercisable by TMD
no earlier than fifteen (15) days after the occurrence
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