Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 94

                                       - 58 -                                         
               hundred seventy-five thousands percent (1.375%) of the                 
               Stated Value of such share (pro-rated for any portion                  
               of the full calendar quarter that such share shall have                
               been issued and outstanding).                                          
                         *    *    *    *    *    *    *                              
                    (e) Restrictions on Junior Payments.  So long as                  
               any shares of Voting Preferred Stock are outstanding,                  
               the corporation shall not (i) declare, pay or set apart                
               for payment any dividend on, or make any distribution                  
               in respect of, Junior Securities or any warrants,                      
               rights, calls or options exercisable or convertible                    
               into any Junior Securities, either directly or                         
               indirectly, whether in cash, obligations or shares of                  
               the corporation or other property * * *, (ii) make any                 
               payment on account of, or set apart for payment money                  
               for a sinking or other similar fund for, the purchase,                 
               redemption, retirement or other acquisition for value                  
               of any of, or redeem, purchase, retire or otherwise                    
               acquire for value any of, the Junior Securities * * *                  
               or any warrants, rights, calls or options exercisable                  
               for or convertible into any of the Junior Securities,                  
               or (iii) permit any corporation or other entity                        
               directly or indirectly controlled by the corporation to                
               purchase, redeem, retire, or otherwise acquire for                     
               value any of the Junior Securities or any warrants,                    
               rights, calls or options exercisable for or convertible                
               into any Junior Securities.                                            
                    (f) Liquidation Preference.                                       
                         (i) Liquidation Preference.  In the event of                 
               any voluntary or involuntary liquidation, dissolution                  
               or winding up of the affairs of the corporation, the                   
               holders of shares of Voting Preferred Stock then                       
               outstanding shall be entitled to be paid out of the                    
               assets of the corporation available for distribution to                
               its stockholders, whether such assets are capital or                   
               surplus and whether or not any Quarterly Dividends are                 
               declared, an amount equal to the Stated Value for each                 
               share outstanding on the date fixed for liquidation,                   
               dissolution or winding up (the “Liquidation                            
               Preference”), before any payment shall be made or any                  
               assets distributed to the holders of Junior Securities.                
               * * *                                                                  
                         *    *    *    *    *    *    *                              





Page:  Previous  48  49  50  51  52  53  54  55  56  57  58  59  60  61  62  63  64  65  66  67  Next

Last modified: May 25, 2011