Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 92

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                                      ARTICLE V                                       
                              AUTHORIZED CAPITAL STOCK                                
                    Section 1.  Authorized Shares.                                    
                    The total number of shares of all classes of                      
               capital stock which the corporation shall have the                     
               authority to issue is Five Thousand (5,000) shares, of                 
               which (1) One Thousand (1,000) shares, having a par                    
               value of $.01 per share, shall be Common Stock (“Common                
               Stock”) and (ii) Four Thousand (4,000) shares, having a                
               par value of $.01 per share, shall be Voting Preferred                 
               Stock (“Voting Preferred Stock”).                                      
                    Section 2.  Common Stock.                                         
                         *    *    *    *    *    *    *                              
                    (b) Voting Rights.                                                
                         (i) Voting Power.  Except as otherwise                       
               provided in Section (3)(i)(ii) of this Article V, the                  
               holders of shares of Common Stock shall be entitled to                 
               vote on all matters presented to the stockholders of                   
               the corporation.  Except as otherwise provided herein                  
               or required by law, the holders of Common Stock shall                  
               vote together with the holders of shares of Voting                     
               Preferred Stock.  Each share of Common Stock shall be                  
               entitled to one (1) vote per share.                                    
                         (ii) Voting Rights with Respect to Election                  
               or Removal of Directors.  The holders of shares of                     
               Common Stock shall be entitled, voting as a separate                   
               class, to elect one (1) director of the corporation                    
               (the “Common Stock Director”).  The Common Stock                       
               Director shall be removed only by a vote of the holders                
               of a majority of the shares of Common Stock, voting as                 
               a separate class.                                                      
                    Section 3.  Voting Preferred Stock.                               
                         *    *    *    *    *    *    *                              
                    (b) Issuance and Stated Value.  The shares of                     
               Voting Preferred Stock shall be issued by the                          
               corporation for their Stated Value (as defined below),                 
               in such amounts, at such times and to such persons as                  





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