Other Authorizations. All Authorizations and exemptions required by any Governmental Entity and other Persons in connection with the Merger and the transactions contemplated hereby and the Voting Agreement shall have been obtained or made, except to the extent the failure to obtain or make such Authorizations or exemptions would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or on Tribune. Notwithstanding the foregoing, if the Offer has been made and Tribune has purchased at least 15 million Company Common Shares pursuant to the Offer, Section 8.3(a)(ii) shall not be a condition to the obligation of Tribune to effect the Merger and the certificate referred to in Section 8.3(b) shall only be required to address satisfaction of the condition set forth in Section 8.3(a)(i).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr)
Other Authorizations. All Authorizations and exemptions required by any Governmental Entity and other Persons in connection with the Merger and the transactions contemplated hereby and the Voting Agreement shall have been obtained or made, except to the extent the failure to obtain or make such Authorizations or exemptions would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or on Tribune. Tribune Notwithstanding the foregoing, if the Offer has been made and Tribune has purchased at least 15 million Company Common Shares pursuant to the Offer, Section 8.3(a)(ii) shall not be a condition to the obligation of Tribune to effect the Merger and the certificate referred to in Section 8.3(b) shall only be required to address satisfaction of the condition set forth in Section 8.3(a)(i).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Times Mirror Co /New/)
