Common use of Limits on Proposed Acquisition Transactions Clause in Contracts

Limits on Proposed Acquisition Transactions. (a) SNI agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed SNI Acquisition Transaction, approve any Proposed SNI Acquisition Transaction or, to the extent SNI has the right to prohibit any Proposed SNI Acquisition Transaction, permit any Proposed SNI Acquisition Transaction to occur (whether by redeeming rights under a shareholder rights plan, finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed SNI Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or SOLICITORS, 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) partially liquidate, (iii) sell or otherwise transfer in a single transaction or series of transactions 40% or more of the gross or net assets of the SNI Business or 40% or more of the consolidated gross or net assets of SNI and the SNI Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an SNI Affiliate) any SNI Capital Stock, or rights to acquire such stock; (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the separate classes of SNI Capital Stock (including, without limitation, through the conversion of one class of SNI Capital Stock into another class of SNI Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Ruling Documents, or Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (taking into account any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, SNI Capital Stock representing a Fifty-Percent or Greater Interest in SNI or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SNI shall have requested that EWS obtain a private letter ruling from the IRS and EWS shall have received such a ruling in form and substance satisfactory to EWS that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (B) SNI shall provide EWS with an Unqualified Tax Opinion in form and substance acceptable to EWS (and on which EWS may rely) that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (C) EWS shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling is satisfactory or such opinion is acceptable, EWS may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in SNI, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code. SNI shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse EWS for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion.

Limits on Proposed Acquisition Transactions. (a) SNI Scripps Spinco agrees that, from the date hereof until the first day after the second anniversary of the Distribution Date, it shall not (i) enter into any Proposed SNI Scripps Spinco Acquisition Transaction, approve any Proposed SNI Scripps Spinco Acquisition Transaction or, to the extent SNI Scripps Spinco has the right to prohibit any Proposed SNI Scripps Spinco Acquisition Transaction, permit any Proposed SNI Scripps Spinco Acquisition Transaction to occur (whether by redeeming rights under a shareholder rights plan, finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed SNI Scripps Spinco Acquisition Transaction), (ii) merge or consolidate with any other Person or liquidate or SOLICITORS, 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) partially liquidate, (iii) sell or otherwise transfer in a single transaction or series of transactions 404% or more of the gross or net assets of the SNI Scripps Spinco Business or 404% or more of the consolidated gross or net assets of SNI Scripps Spinco and the SNI Scripps Spinco Affiliates (such percentages to be measured based on fair market value as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through an SNI a Scripps Spinco Affiliate) any SNI Scripps Spinco Capital Stock, or rights to acquire such stock; (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of the separate classes of SNI Scripps Spinco Capital Stock (including, without limitation, through the conversion of one class of SNI Scripps Spinco Capital Stock into another class of SNI Scripps Spinco Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Ruling Documents, or Representation Letters, or any rulings, formal advice or opinion described in Section 5.01 above) which in the aggregate (including the transactions specifically set forth in the Master Transaction Agreement and also taking into account any other transactions described in this Section 5.03) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, SNI Scripps Spinco Capital Stock representing a Fifty-Percent or Greater Interest in SNI Scripps Spinco or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SNI Scripps Spinco shall have requested that EWS Scripps obtain a private letter ruling from the IRS and EWS Scripps shall have received such a ruling in form and substance satisfactory to EWS Scripps that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (B) SNI Scripps Spinco shall provide EWS Scripps with an Unqualified Tax Opinion in form and substance acceptable to EWS Scripps (and on which EWS Scripps may rely) that confirms that the Tax-Free Status will be preserved, taking into account such action and other transactions in the aggregate, or (C) EWS Scripps shall have waived the requirement to obtain such ruling or opinion. In determining whether such a ruling is satisfactory or such opinion is acceptable, EWS Scripps may consider, among other factors, the appropriateness of any underlying assumptions and representations made in connection with such ruling or opinion. To the extent that any such ruling or opinion concerns the acquisition of a Fifty-Percent or Greater Interest in SNIScripps Spinco, it shall expressly conclude that such acquisition will satisfy one or more of the safe harbors described in the Treasury Regulations promulgated under Section 355(e) of the Code. SNI Scripps Spinco shall bear all costs and expenses of securing any such ruling or opinion and shall reimburse EWS Scripps for all external costs and expenses that it may incur in good faith in seeking to obtain or evaluate any such ruling or opinion. Notwithstanding the above, this Section 5.03(a) shall not apply to limit any of the transactions specifically set forth in the Master Transaction Agreement; provided, however, those transactions shall be taken into account to analyze subsequent transactions pursuant to this section.