Common use of No Fractional Securities Clause in Contracts

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares who would otherwise have been entitled to a fraction of a Tribune Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, without interest, equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of (i) the number of full Tribune Common Shares delivered to the Paying Agent by Tribune over (ii) the aggregate number of full Tribune Common Shares to be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares in lieu of any fractional interests, the Paying Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional Common Shares shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Crescent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Crescent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, of cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number Market Price of full Tribune a Common Shares delivered Share on the second NYSE trading day prior to the Paying Agent Company Stockholder Meeting (as defined in Section 5.1) by Tribune over (ii) the aggregate number fractional interest to which such holder would otherwise be entitled. The "Market Price" of full Tribune a Common Shares to be distributed to holders Share or a share of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying AgentStock, as agent for applicable, on any date means the former holders average of the daily closing prices per Common Share (or share of Company Common SharesStock, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed as applicable) as reported on the NYSE through one or more member firms of Composite Transactions reporting system (as published in The Wall Street Journal or, if not published therein, in another authoritative source mutually selected by the Company and Crescent) for the 20 consecutive NYSE and shall be executed in round lots to trading days (the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with "Averaging Period") immediately preceding such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersdate. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Crescent, and Crescent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.6, Section 1.7 and this Section 1.8. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full Common Share with this Agreement such amounts respect to such former holdersCertificates surrendered.

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE PARENT COMMON SHARES"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number last reported sale price per share of full Tribune Parent Common Shares delivered Stock on The Nasdaq Global Select Market (“Nasdaq”) on the last complete trading day prior to the Paying Agent date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq after the Effective Time) by Tribune over (ii) the aggregate number fractional interest of full Tribune a share of Parent Common Shares Stock to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES")entitled. The Paying Agent, as agent parties acknowledge that payment of cash in lieu of fractional shares of Parent Common Stock is solely for the former holders purpose of Company Common Shares, shall sell avoiding the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales expense and inconvenience to Parent of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE issuing fractional shares and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other outdoes not represent separately bargained-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersconsideration. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number last reported sale price per share of full Tribune Parent Common Shares delivered to Stock on The Nasdaq National Market (“Nasdaq”) on the Paying Agent date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq after the Effective Time) by Tribune over (ii) the aggregate number fractional interest of full Tribune a share of Parent Common Shares Stock to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of this Section 1.8. No cash payment in lieu of fractional shares will be paid to any fractional interests, Person until such Person surrenders the Paying Agent shall make available in accordance with this Agreement such amounts to such former holdersrelated Certificate or Certificates.

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares who would otherwise have been entitled to a fraction of a Tribune Parent Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article ARTICLE III will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune Parent Common Shares issued pursuant to this Article ARTICLE III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune whole Parent Common Shares delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune whole Parent Common Shares to be distributed to holders of Company Common Shares pursuant to Section 3.2(b) (such excess, excess being herein called the "EXCESS TRIBUNE PARENT COMMON SHARES"). The Paying Exchange Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement promptly distribute or cause to be distributed such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number last reported sale price per share of full Tribune Parent Common Shares delivered to Stock on The Nasdaq National Market ("Nasdaq") on the Paying Agent date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq after the Effective Time) by Tribune over (ii) the aggregate number fractional interest of full Tribune a share of Parent Common Shares Stock to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of this Section 1.8. No cash payment in lieu of fractional shares will be paid to any fractional interests, Person until such Person surrenders the Paying Agent shall make available in accordance with this Agreement such amounts to such former holdersrelated Certificate or Certificates.

No Fractional Securities. No certificates or scrip representing fractional Parent Shares shall be issued upon the surrender for exchange of Company Shares pursuant to this Article I or upon the cancellation of Company Stock Options pursuant to Section 5.5; no Parent dividend or other distribution or stock split shall relate to any fractional share; and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares who would otherwise have been entitled to a fraction of a Tribune Common Parent Share upon surrender of Company Common Certificates Shares for exchange pursuant to this Article III I or upon cancellation of Company Stock Options pursuant to Section 5.5 will be paid an amount in cash, cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share value calculated as the average of the closing sale prices of one Parent Share for the five (5) most recent days that the Parent Common Stock has traded on The Nasdaq Global Select Market (“Nasdaq”) ending on the last full Tribune Common Shares delivered trading day immediately prior to the Paying Agent Effective Time by Tribune over (ii) the aggregate number fractional interest of full Tribune Common Shares a Parent Share to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES")entitled. The Paying Agent, as agent parties acknowledge that payment of cash in lieu of fractional Parent Shares is solely for the former holders purpose of Company Common Shares, shall sell avoiding the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales expense and inconvenience to Parent of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE issuing fractional shares and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other outdoes not represent separately bargained-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersconsideration. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests, without interest, subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Shares"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the New York Stock Exchange (the "NYSE"); provided, however, that neither Parent nor any person related to Parent within the meaning of Treasury Regulations Section 1.368-1(c)(2) shall be permitted to acquire, directly or indirectly, any such Excess Parent Common Shares. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Shares"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the New York Stock Exchange (the "NYSE"). The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional Paired Shares shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent or Trust. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune Common Paired Share upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number average of full Tribune Common Shares delivered the per share closing prices on the New York Stock Exchange, Inc. (the "NYSE") of a Paired Share (as reported in the NYSE Composite Transactions) during the five consecutive trading days ending on the trading day immediately prior to the Paying Agent date of the Effective Time by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify the Parent Companies, and the Parent Companies shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.6, Section 1.7 and this Section 1.8. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full Paired Share with this Agreement such amounts respect to such former holders.Certificates surrendered. Section 1.9

No Fractional Securities. In lieu of any such fractional ------------------------ securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Shares"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the New York Stock Exchange (the "NYSE"); provided, however, that neither Parent nor any person related to Parent within the meaning of Treasury Regulations Section 1.368-1(c)(2) shall be permitted to acquire, directly or indirectly, any such Excess Parent Common Shares. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Conseco Common Stock shall be issued upon the surrender for exchange of Common Stock Certificates pursuant to this Article II, and no Conseco dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Conseco. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Conseco Common Share Stock upon surrender of Company Common Stock Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of full Tribune Conseco Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of Conseco Common Stock do not trade on the NYSE on such date, the first day of trading of shares of Conseco Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Agent Conseco shall make available forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 2.6 and this Agreement such amounts to such former holdersSection 2.7.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who otherwise would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number average per share Closing Price on The New York Stock Exchange ("NYSE") of full Tribune Parent Common Shares delivered to Stock for the Paying Agent ten most recent Trading Days ending on the Trading Day immediately preceding the Closing Date by Tribune over (ii) the aggregate number fractional interest to which such holder would otherwise be entitled. For purposes of full Tribune Common Shares to be distributed to holders of Company Common Shares (such excessthis Agreement, "Closing Price" means the last reported selling price as reported on the NYSE Transaction Tape for a given date and "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices Trading Day" means a day on which securities are traded on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.9 and this Agreement such amounts to such former holders.Section 1.10. Section 1.11

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Shares"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-out- of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of full Tribune Parent Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available in accordance so notify the Parent, and the Parent shall deposit such amount with this Agreement such amounts to such former holders.the 4

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Shares"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune Parent Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Parent Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Parent Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of WABCO Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no WABCO dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of WABCO. In lieu of any such fractional securitiesshare, each holder of Company MotivePower Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of WABCO Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange (the "NYSE") of full Tribune WABCO Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of WABCO Common Stock do not trade on the NYSE on such date, the first date of trading of shares of WABCO Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify WABCO, and WABCO shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. No certificates or scrip representing less than one whole share of Parent Common Stock shall be issued pursuant to this Agreement. In lieu of any such fractional securitiesshare, each holder of record of Company Common Shares Stock who would otherwise have been entitled to a fraction such fractional shares of a Tribune Parent Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III will Stock shall be paid cash (without interest) in an amount in cash, without interest, equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article IIISection 1.9. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (ia) the number of full Tribune shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (iib) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to such holders of Company Common Shares (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Shares"). The Paying , and the Exchange Agent, as agent for the former holders of Company Common Sharessuch holders, shall sell the Excess Tribune Common Shares at the then-prevailing prices on the New York Stock Exchange (the "NYSE"). The sales sale of the Excess Tribune Common Shares by the Paying Exchange Agent shall be executed on the NYSE through one or more member members firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune The Exchange Agent shall use its best efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's sole judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of the Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Sharessuch holders, the Paying Exchange Agent will shall hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former the holders of Company Common Shares Stock in lieu of any fractional share interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders. The fractional Parent Common Stock interests of each such holder will be aggregated, and no such holder will receive cash in an amount equal to or greater than the value of one whole share of Parent Common Stock.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of full Tribune Parent Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available in accordance so notify the Parent, and the Parent shall deposit such amount with this Agreement such amounts to such former holders.the A-3

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares Securities who would otherwise have been entitled to receive a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, cash (without interest, ) equal to such holder's respective proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of of: (i) the number of full Tribune whole shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to former holders of Company Common Shares Securities (such excess, excess being collectively called the "EXCESS TRIBUNE COMMON SHARESExcess Parent Common Stock"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesSecurities, shall sell the Excess Tribune Parent Common Shares Stock at the prevailing prices on NASDAQ (or on the NYSEprincipal exchange on which the Parent Common Stock is then traded or quoted). The sales of the Excess Tribune Parent Common Shares Stock by the Paying Exchange Agent shall be executed on the NYSE NASDAQ (or such other exchange) through one or more member firms of the NYSE NASDAQ (or such other exchange) and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale sales of Excess Tribune Parent Common SharesStock. Until the net proceeds of such sale sales have been distributed to the former holders of Company Securities that were converted into the right to receive Parent Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Securities in lieu of any fractional interestsinterests in shares of Parent Common Stock, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to receive a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, cash (without interest, ) equal to such holder's ’s respective proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock issuable upon surrender of Certificates by the holders of Company Common Stock (without excluding fractional shares), delivered to the Paying Exchange Agent by Tribune Parent in accordance with Section 3.2(a), over (ii) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (excluding fractional shares) (such excess, excess being collectively called the "EXCESS TRIBUNE COMMON SHARES"“Excess Parent Common Stock”). The Paying Exchange Agent, as agent and trustee for the former holders of Company Common SharesStock, shall as promptly as reasonably practicable sell the Excess Tribune Parent Common Shares Stock at the prevailing prices on NASDAQ (or on the NYSEprincipal exchange on which the Parent Common Stock is then traded or quoted). The sales of the Excess Tribune Parent Common Shares Stock by the Paying Exchange Agent shall be executed on the NYSE NASDAQ (or such other exchange) through one or more member firms of the NYSE NASDAQ (or such other exchange) and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying AgentExchange Agent and costs associated with calculating and distributing the respective cash amounts payable to the applicable former Company stockholders, incurred in connection with such sale sales of Excess Tribune Parent Common SharesStock. Until the net proceeds of such sale sales have been distributed to the former holders of Company Common SharesStock to whom fractional shares of Parent Common Stock otherwise would have been issued, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interestsshares of Parent Common Stock, the Paying Exchange Agent shall make available in accordance with this Agreement distribute such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional Units shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent or Trust. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune Common Share Unit upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the NYSE of full Tribune Common Shares delivered to a Unit (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time or, if the Units do not trade on the NYSE on such date, the first date of trading of Units on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company shareholder shall be aggregated, and no such Company shareholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full Unit with this Agreement such amounts respect to such former holdersCertificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number of full Tribune Common Shares delivered to the Paying Agent Average Parent Share Price by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to holders of fractional share interests, the Exchange Agent shall so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8. Section 1.9 Return of Exchange Fund. Any portion of the Exchange Fund which remains undistributed to the former holders stockholders of the Company for six months after the Effective Time shall be delivered to Parent, upon demand of Parent, and any such former stockholders who have not theretofore complied with this Article I shall thereafter look only to Parent for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. Neither Parent nor the Surviving Corporation shall be liable to any former holder of Company Common Shares Stock for any such shares of Parent Common Stock, cash and dividends and distributions held in lieu of the Exchange Fund which is delivered to a public official pursuant to any fractional interestsapplicable abandoned property, the Paying Agent shall make available in accordance with this Agreement such amounts to such former holdersescheat or similar law.

No Fractional Securities. No certificates or scrip representing fractional shares of MotivePower Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no MotivePower dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of MotivePower. In lieu of any such fractional securitiesshare, each holder of Company WABCO Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of MotivePower Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange (the "NYSE") of full Tribune MotivePower Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of MotivePower Common Stock do not trade on the NYSE on such date, the first date of trading of shares of MotivePower Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify MotivePower, and MotivePower shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution, stock split or reclassification shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number Market Price of full Tribune a share of Parent Common Shares delivered Stock on the NYSE trading day immediately prior to the Paying Agent date of the Effective Time by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of this Article I. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company shareholder shall be aggregated, and no such Company shareholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value as so determined of one full share of Parent Common Stock with this Agreement such amounts respect to such former holdersCertificates surrendered.

No Fractional Securities. In lieu Notwithstanding any other provision of this Agreement, no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates and such fractional shares shall not entitle the owner thereof to vote or to any fractional securities, each other rights of a holder of Company Common Shares who would otherwise have been entitled to a fraction Stock. Each holder of a Tribune Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III will fractional share interest shall be paid an amount in cash, without interest, equal to cash representing such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Agent, Exchange Agent on behalf of all such holders, holders of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following of the Effective Time, the Paying Agent shall determine the excess fractions of (i) the number of full Tribune Common Shares delivered to the Paying Agent by Tribune over (ii) the aggregate number of full Tribune Common Shares to be distributed to holders shares of Company Common Shares Stock that would otherwise be issued to such holders (such excess, the "EXCESS TRIBUNE COMMON SHARESExcess Shares"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales sale of the Excess Tribune Common Shares by the Paying Exchange Agent shall be executed on the NYSE New York Stock Exchange, Inc. (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Until the net proceeds of such sale or sales have been distributed to the former holders of Pacific Common Stock and Enova Common Stock, the Company will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "Shares Trust"). The Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of the Excess Tribune Common Shares. Until The Exchange Agent shall determine the portion of the Shares Trust to which each former holder of Pacific Common Stock or Enova Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Shares Trust by a fraction the numerator of which is the amount of the fractional shares of Company Common Stock to which such sale have been distributed former holder of Pacific Common Stock or Enova Common Stock is entitled and the denominator of which is the aggregate amount of fractional share interests to the former which all holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersStock are entitled. As soon as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Pacific Common Shares Stock and Enova Common Stock in lieu of any fractional shares of Company Common Stock interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holdersholders of Pacific Common Stock and Enova Common Stock without interest.

No Fractional Securities. No certificates or scrip representing ------------------------ fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number last reported sale price per share of full Tribune Parent Common Shares delivered to Stock on The New York Stock Exchange (the Paying Agent "NYSE") on the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. In lieu of any such fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of CWS Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III Section 2 will be paid an amount in cash, cash (without interest, ) equal to such holder's ’s proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of CWS Common Shares Stock issued pursuant to this Article IIISection 2.2(d). As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of CWS Common Shares Stock delivered to the Paying Exchange Agent by Tribune CWS over (ii) the aggregate number of full Tribune shares of CWS Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARES"“Excess CWS Common Shares”). The Paying Exchange Agent, as agent for the former holders of Company Common SharesStock, shall sell the Excess Tribune CWS Common Shares at the prevailing prices on the NYSENASDAQ. The sales of the Excess Tribune CWS Common Shares by the Paying Exchange Agent shall be executed on the NYSE such market through one or more FINRA member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune CWS shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune CWS Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of SMC Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article II, and no SMC dividend or other distribution or stock split shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder of SMC. In lieu of any such fractional securities, each holder of Company Savers Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of SMC Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid paid, in addition to the cash to which such holder is entitled pursuant to SECTION 2.5(C)(II), an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of SMC Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (ix) the number of full Tribune shares of SMC Common Shares Stock delivered to the Paying Exchange Agent by Tribune SMC over (iiy) the aggregate number of full Tribune shares of SMC Common Shares Stock to be distributed to holders of Company Savers Common Shares Stock pursuant to SECTION 2.8(B) (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Shares"). The Paying ) and the Exchange Agent, as agent for the former holders of Company Savers Common SharesStock, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSENASDAQ National Market. The sales sale of the Excess Tribune Common Shares by the Paying Exchange Agent shall be executed on the NYSE NASDAQ National Market through one or more member firms of the NYSE NASDAQ and shall be executed in round lots to the extent practicable. Tribune SMC shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders stockholders of Company Common SharesSavers, the Paying Exchange Agent will hold such proceeds in trust for such former holdersstockholders (the "Fractional Securities Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders stockholders of Company Common Shares Savers in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Amended and Restated Merger Agreement such amounts to such former holdersstockholders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of full Tribune Parent Common Shares delivered Stock (as reported in the NYSE Composite Transactions) on the trading day prior to the Paying Agent date of the Effective Time by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES")entitled. The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon as practicable Within three business days after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Section 1.8. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full share of Parent Common Stock with this Agreement such amounts respect to such former holdersCertificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare of Parent Common Stock, each holder of Company Common Shares Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid one hundred percent (100%) of an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share of Parent Common Stock on The Nasdaq National Market (“Nasdaq”) on the date immediately before the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq immediately before such date) by (ii) the fractional interest of a share of Parent Common Stock to which such holder would otherwise be entitled. In lieu of any such fractional share of Parent Preferred Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of Parent Preferred Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash, of cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number of full Tribune Common Shares delivered to the Paying Agent $100 by Tribune over (ii) the aggregate number fractional interest of full Tribune Common Shares a share of Parent Preferred Stock to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares in lieu of any fractional interests, the Paying Agent shall make available in accordance with this Agreement such amounts to such former holdersentitled.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number per share closing price on the New York Stock Exchange, Inc. (the "NYSE") of full Tribune Parent Common Shares delivered to Stock (as reported in the Paying Agent NYSE Composite Transactions) on the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on the NYSE on such date, the first date of trading of shares of Parent Common Stock on the NYSE after the Effective Time) by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7 and this Agreement such amounts to such former holdersSection 1.8.

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares who would otherwise have been entitled to a fraction of a Tribune Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, without interest, equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of (i) the number of full Tribune Common Shares delivered to the Paying Agent by Tribune over (ii) the aggregate number of full Tribune Common Shares to be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARESExcess Tribune Common Shares"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares in lieu of any fractional interests, the Paying Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock or Parent Preferred Stock, as the case may be, shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a securityholder of Parent. In lieu of any such fractional securitiesshare of Parent Common Stock, each holder of Company Common Shares Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid one hundred percent (100%) of an amount in cash (without interest), rounded down to the nearest cent, determined by multiplying (i) the last reported sale price per share of Parent Common Stock on The Nasdaq National Market ("Nasdaq") on the date immediately before the date of the Effective Time (or, if the shares of Parent Common Stock do not trade on Nasdaq on such date, the first date of trading of shares of Parent Common Stock on Nasdaq immediately before such date) by (ii) the fractional interest of a share of Parent Common Stock to which such holder would otherwise be entitled. In lieu of any such fractional share of Parent Preferred Stock, each holder of Company Common Stock or Company Preferred Stock who would otherwise have been entitled to a fraction of Parent Preferred Stock upon surrender of Certificates for exchange pursuant to this Article I will be paid an amount in cash, of cash (without interest), equal rounded down to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number of full Tribune Common Shares delivered to the Paying Agent $100 by Tribune over (ii) the aggregate number fractional interest of full Tribune Common Shares a share of Parent Preferred Stock to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares in lieu of any fractional interests, the Paying Agent shall make available in accordance with this Agreement such amounts to such former holdersentitled.

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares Securities who would otherwise have been entitled to receive a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, cash (without interest, ) equal to such holder's respective proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune whole shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to former holders of Company Common Shares Securities (such excess, excess being collectively called the "EXCESS TRIBUNE PARENT COMMON SHARESSTOCK"). The Paying Exchange Agent, as agent for the former holders of Company Common SharesSecurities, shall sell the Excess Tribune Parent Common Shares Stock at the prevailing prices on Nasdaq (or on the NYSEprincipal exchange on which the Parent Common Stock is then traded or quoted). The sales of the Excess Tribune Parent Common Shares Stock by the Paying Exchange Agent shall be executed on the NYSE Nasdaq (or such other exchange) through one or more member firms of the NYSE Nasdaq (or such other exchange) and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale sales of Excess Tribune Parent Common SharesStock. Until the net proceeds of such sale sales have been distributed to the former holders of Company Securities that were converted into the right to receive Parent Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Securities in lieu of any fractional interestsinterests in shares of Parent Common Stock, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares Securities who would otherwise have been entitled to receive a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, cash (without interest, ) equal to such holder's ’s respective proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune whole shares of Parent Common Shares Stock delivered to the Paying Exchange Agent by Tribune Parent over (ii) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to former holders of Company Common Shares Securities (such excess, excess being collectively called the "EXCESS TRIBUNE COMMON SHARES"“Excess Parent Common Stock”). The Paying Exchange Agent, as agent for the former holders of Company Common SharesSecurities, shall sell the Excess Tribune Parent Common Shares Stock at the prevailing prices on Nasdaq (or on the NYSEprincipal exchange on which the Parent Common Stock is then traded or quoted). The sales of the Excess Tribune Parent Common Shares Stock by the Paying Exchange Agent shall be executed on the NYSE Nasdaq (or such other exchange) through one or more member firms of the NYSE Nasdaq (or such other exchange) and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale sales of Excess Tribune Parent Common SharesStock. Until the net proceeds of such sale sales have been distributed to the former holders of Company Securities that were converted into the right to receive Parent Common SharesStock, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Securities in lieu of any fractional interestsinterests in shares of Parent Common Stock, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders.

No Fractional Securities. In lieu Notwithstanding any other provision of this Agreement, no certificates or scrip representing fractional shares of Company Common Stock shall be issued upon the surrender for exchange of Certificates and such fractional shares shall not entitle the owner thereof to vote or to any fractional securities, each other rights of a holder of Company Common Shares who would otherwise have been entitled to a fraction Stock. Each holder of a Tribune Common Share upon surrender of Company Common Certificates for exchange pursuant to this Article III will fractional share interest shall be paid an amount in cash, without interest, equal to cash representing such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Agent, Exchange Agent on behalf of all such holders, holders of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following of the Effective Time, the Paying Agent shall determine the excess fractions of (i) the number of full Tribune Common Shares delivered to the Paying Agent by Tribune over (ii) the aggregate number of full Tribune Common Shares to be distributed to holders shares of Company Common Shares Stock that would otherwise be issued to such holders (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales sale of the Excess Tribune Common Shares by the Paying Exchange Agent shall be executed on the NYSE New York Stock Exchange, Inc. (the "NYSE") through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune Until the net proceeds of such sale or sales have been distributed to the former holders of Pacific Common Stock and Enova Common Stock, the Company will cause the Exchange Agent to hold such proceeds in trust for the holders of such fractional share interests (the "SHARES TRUST"). The Company shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of the Excess Tribune Common Shares. Until The Exchange Agent shall determine the portion of the Shares Trust to which each former holder of Pacific Common Stock or Enova Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Shares Trust by a fraction the numerator of which is the amount of the fractional shares of Company Common Stock to which such sale have been distributed former holder of Pacific Common Stock or Enova Common Stock is entitled and the denominator of which is the aggregate amount of fractional share interests to the former which all holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersStock are entitled. As soon as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Pacific Common Shares Stock and Enova Common Stock in lieu of any fractional shares of Company Common Stock interests, the Paying Exchange Agent shall make available in accordance with this Agreement such amounts to such former holdersholders of Pacific Common Stock and Enova Common Stock without interest.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article 1, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who otherwise would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number average per share Closing Price on The New York Stock Exchange ("NYSE") of full Tribune Parent Common Shares delivered to Stock for the Paying Agent ten most recent Trading Days ending on the Trading Day immediately preceding the Closing Date by Tribune over (ii) the aggregate number fractional interest to which such holder would otherwise be entitled. For purposes of full Tribune Common Shares to be distributed to holders of Company Common Shares (such excessthis Agreement, "Closing Price" means the last reported selling price as reported on the NYSE Transaction Tape for a given date and "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices Trading Day" means a day on which securities are traded on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holders. As soon promptly as practicable after the determination of the amount of cash cash, if any, to be paid to former holders of Company Common Shares in lieu of any fractional share interests, the Paying Exchange Agent shall make available so notify the Parent, and the Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.9 and this Agreement such amounts to such former holdersSection 1.10.

No Fractional Securities. No certificates or scrip representing fractional Paired Shares shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent or Trust dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent or Trust. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune Common Paired Share upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest, equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued except pursuant to this Article III. As soon as practicable following Section 1.5(f)), rounded to the Effective Timenearest cent, the Paying Agent shall determine the excess of determined by multiplying (i) the number average of full Tribune Common Shares delivered the per share closing prices on the NYSE of a Paired Share (as reported in the NYSE Composite Transactions) during the five consecutive trading days ending on the trading day immediately prior to the Paying Agent date of the Effective Time by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify the Parent Companies, and the Parent Companies shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of this Article I. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full Paired Share with this Agreement such amounts respect to such former holdersCertificates surrendered.

No Fractional Securities. No certificates or scrip representing fractional shares of SMC Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article II, and no SMC dividend or other distribution or stock split shall relate to any fractional security, and such fractional interests shall not entitle the owner thereof to vote or to any rights of a security holder of SMC. In lieu of any such fractional securities, each holder of Company Savers Common Shares Stock who would otherwise have been entitled to a fraction of a Tribune share of SMC Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III II will be paid paid, in addition to the cash to which such holder is entitled pursuant to SECTION 2.5(C)(II), an amount in cash, cash (without interest, ) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of SMC Common Shares Stock issued pursuant to this Article IIIII. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (ix) the number of full Tribune shares of SMC Common Shares Stock delivered to the Paying Exchange Agent by Tribune SMC over (iiy) the aggregate number of full Tribune shares of SMC Common Shares Stock to be distributed to holders of Company Savers Common Shares Stock pursuant to SECTION 2.8(B) (such excess, excess being herein called the "EXCESS TRIBUNE COMMON SHARESExcess Shares"). The Paying ) and the Exchange Agent, as agent for the former holders of Company Savers Common SharesStock, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSENASDAQ National Market. The sales sale of the Excess Tribune Common Shares by the Paying Exchange Agent shall be executed on the NYSE NASDAQ National Market through one or more member firms of the NYSE NASDAQ and shall be executed in round lots to the extent practicable. Tribune SMC shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Exchange Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders stockholders of Company Common SharesSavers, the Paying Exchange Agent will hold such proceeds in trust for such former holdersstockholders (the "Fractional Securities Fund"). As soon as practicable after the determination of the amount of cash to be paid to former holders stockholders of Company Common Shares Savers in lieu of any fractional interests, the Paying Exchange Agent shall make available in accordance with this Merger Agreement such amounts to such former holdersstockholders.

No Fractional Securities. In lieu of any fractional securities, each holder of Company Common Shares Stock who would otherwise have been entitled to receive a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III will be paid an amount in cash, cash (without interest, ) equal to such holder's respective proportionate interest in the net proceeds from the sale or sales in the open market by the Paying Exchange Agent, on behalf of all such holders, of the aggregate fractional Tribune shares of Parent Common Shares Stock issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Exchange Agent shall determine the excess of (i) the number of full Tribune shares of Parent Common Shares Stock issuable upon surrender of Certificates by the holders of Company Common Stock (without excluding fractional shares), delivered to the Paying Exchange Agent by Tribune Parent in accordance with Section 3.2(a), over (ii) the aggregate number of full Tribune whole shares of Parent Common Shares Stock to be distributed to holders of Company Common Shares Stock (such excess, excluding fractional shares)(such excess being collectively called the "EXCESS TRIBUNE PARENT COMMON SHARESSTOCK"). The Paying Exchange Agent, as agent and trustee for the former holders of Company Common SharesStock, shall as promptly as reasonably practicable sell the Excess Tribune Parent Common Shares Stock at the prevailing prices on NASDAQ (or on the NYSEprincipal exchange on which the Parent Common Stock is then traded or quoted). The sales of the Excess Tribune Parent Common Shares Stock by the Paying Exchange Agent shall be executed on the NYSE NASDAQ (or such other exchange) through one or more member firms of the NYSE NASDAQ (or such other exchange) and shall be executed in round lots to the extent practicable. Tribune Parent shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying AgentExchange Agent and costs associated with calculating and distributing the respective cash amounts payable to the applicable former Company stockholders, incurred in connection with such sale sales of Excess Tribune Parent Common SharesStock. Until the net proceeds of such sale sales have been distributed to the former holders of Company Common SharesStock to whom fractional shares of Parent Common Stock otherwise would have been issued, the Paying Exchange Agent will hold such proceeds in trust for such former holders. As soon as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares Stock in lieu of any fractional interestsshares of Parent Common Stock, the Paying Exchange Agent shall make available in accordance with this Agreement distribute such amounts to such former holders.

No Fractional Securities. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates pursuant to this Article I, and no Parent dividend or other distribution or stock split shall relate to any fractional share, and no fractional share shall entitle the owner thereof to vote or to any other rights of a security holder of Parent. In lieu of any such fractional securitiesshare, each holder of Company Common Shares Capital Stock who would otherwise have been entitled to a fraction of a Tribune share of Parent Common Share Stock upon surrender of Company Common Certificates for exchange pursuant to this Article III I will be paid an amount in cash, cash (without interest), equal rounded to such holder's proportionate interest in the net proceeds from the sale or sales in the open market nearest cent, determined by the Paying Agent, on behalf of all such holders, of the aggregate fractional Tribune Common Shares issued pursuant to this Article III. As soon as practicable following the Effective Time, the Paying Agent shall determine the excess of multiplying (i) the number average of full Tribune the per share closing prices on the New York Stock Exchange, Inc. (the "NYSE") of a share of Parent Common Shares delivered Stock (as reported in the NYSE Composite Transactions) during the five consecutive trading days ending on the trading day immediately prior to the Paying Agent date of the Effective Time by Tribune over (ii) the aggregate number of full Tribune Common Shares fractional interest to which such holder would otherwise be distributed to holders of Company Common Shares (such excess, the "EXCESS TRIBUNE COMMON SHARES"). The Paying Agent, as agent for the former holders of Company Common Shares, shall sell the Excess Tribune Common Shares at the prevailing prices on the NYSE. The sales of the Excess Tribune Common Shares by the Paying Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Tribune shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Paying Agent, incurred in connection with such sale of Excess Tribune Common Shares. Until the net proceeds of such sale have been distributed to the former holders of Company Common Shares, the Paying Agent will hold such proceeds in trust for such former holdersentitled. As soon promptly as practicable after the determination of the amount of cash to be paid to former holders of Company Common Shares fractional share interests, the Exchange Agent shall so notify Parent, and Parent shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to forward payments to such holders of fractional share interests subject to and in accordance with the terms of Section 1.7, Section 1.8 and this Section 1.9. For purposes of paying such cash in lieu of any fractional interestsshares, all Certificates surrendered for exchange by a Company stockholder shall be aggregated, and no such Company stockholder will receive cash in lieu of fractional shares in an amount equal to or greater than the Paying Agent shall make available in accordance value of one full share of Parent Common Stock with this Agreement such amounts respect to such former holdersCertificates surrendered.