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the request and direction of the Manager and under no
other circumstances, including, without limitation, for
cause, as provided for in Section 9(b) of the LLC
Agreement and (ii) such provision, contained in
Section 9(b) of the LLC Agreement, that requires the
removal of the Manager to be only at the request and
direction of the Manager, constitutes a legal, valid
and binding agreement of the Member, and is enforceable
against the Member, in accordance with its terms.
On September 1, 1998, Times Mirror, acting in its capacity
as manager of LBI, approved a purchase agreement into which LBI
had entered with Merrill Lynch International on August 17, 1998
(LBI-MLI purchase agreement). Pursuant to the LBI-MLI purchase
agreement, LBI agreed to purchase 1.5 million shares of Series A
common stock of Times Mirror from Merrill Lynch International for
an initial price of approximately $92 million.
On September 30, 1998, Times Mirror, acting in its capacity
as manager of LBI, approved the change of LBI’s name to Eagle New
Media Investments, LLC (hereinafter referred to as the LLC).
A meeting of the officers of the LLC was convened on
October 5, 1998. As of that date, the officers of the LLC were
Unterman; Debra A. Gastler (Gastler), vice president of taxes for
Times Mirror; Steven J. Schoch, vice president and treasurer of
Times Mirror; William A. Niese (Niese); Kay D. Leyba; Anne M.
Bacher; and Udovic. At this meeting, Unterman informed the other
LLC officers of plans to invest the LLC’s funds in shares of
Series A common stock of Times Mirror and in three companies:
Northern Lights, Sinanet, and Homeshark.com.
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