Tribune Company, As Agent of and Successor By Merger to the Former the Times Mirror Company, Itself and its Consolidated Subsidiaries - Page 106

                                       - 70 -                                         
               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.                
               * * *                                                                  
                         *    *    *    *    *    *    *                              
                    (g) Redemption.                                                   
                         (i) Redemption by the Corporation.  After                    
               (A) June 30, 2018, the corporation may, at its option,                 
               in the manner provided in Section 4(g)(iii)(A), and                    
               (B) upon the occurrence of a Trigger Event, the                        
               corporation shall, in the manner provided in Section                   
               4(g)(iii)(B) of this Article V, redeem, out of funds                   
               legally available therefor, all, but not less than all,                
               of the shares of Voting Preferred Stock, at a                          
               redemption price per share equal to 100% of the Stated                 
               Value thereof on the date of redemption payable in                     
               cash.                                                                  
                         (ii) Redemption at Option of Holders.  After                 
               June 30, 2018, any holder of shares of Voting Preferred                
               Stock shall be entitled, at its option, to require the                 
               corporation to redeem, out of funds legally available                  
               therefor, in the manner provided in Section                            
               4(g)(iii)(C) of this Article V, the shares of the                      
               Preferred Stock held by it, at a redemption price per                  
               share equal to 100% of the Stated Value thereof on the                 
               date of redemption payable in cash.                                    
                         *    *    *    *    *    *    *                              
                    (i) Voting Rights.                                                
                         (i) Voting Power.  Except as otherwise                       
               provided in Section 2(a)(ii) of this Article V or as                   
               required by law, the holders of Voting Preferred Stock                 
               shall be entitled to vote on all matters presented to                  
               the shareholders of the corporation.  Except as                        
               otherwise provided herein or required by law, the                      
               holders of shares of Voting Preferred Stock shall vote                 
               together with the holders of shares of Common Stock.                   
               Except as otherwise provided in Section 4(i)(ii) and                   
               4(i)(iii) of this Article V, the shares of Voting                      
               Preferred Stock shall represent, in the aggregate,                     
               eighty (80) votes * * *                                                





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