Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, and but subject to the terms and conditions compliance with Section 2.1 of the Agreement, Merger Sub (i) shall not be obligated required to accept for payment or, subject to any shares applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Common Stock until Shares promptly after termination or withdrawal of the Offer)), pay for any tendered Company Shares, (ii) may delay the Acceptance Date and (iii) may allow the Offer to expire on its expiration date or amend the Offer as to Company Shares not then paid for at or prior to the scheduled expiration of the Offer (as it may be extended pursuant to Section 2.1(c) of the Agreement), unless (A) all applicable waiting periods (and extensions thereof) applicable to the transactions contemplated by the Agreement (including the Offer and the Merger) under the HSR ActAct or any applicable antitrust, competition or merger control laws shall have expired or been terminated, provided, however, that solely with respect to non-U.S. antitrust, competition or merger control laws and Merger Sub excluding for purposes of this proviso any European Commission filings and examinations, this condition shall not be required deemed satisfied unless the failure of such waiting periods to accept for payment, purchase have expired or pay for, and may delay been terminated would have a suspensory effect or would reasonably be expected to result in material limitations on the acceptance for ownership or operations of Parent or the Company or would subject Parent or the Company to the payment of a material fine or payment forpenalty, any shares of Company Common Stock tendered in the Offer, or if (B) the Minimum Shares Condition shall not have been validly tendered pursuant to the Offer satisfied and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b(C) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any none of the following shall occur and remain in effectbe true:

CONDITIONS TO THE OFFER. The Notwithstanding any other provision of the Offer shall be conditioned upon or the Minimum Shares being validly tendered Agreement, in addition to (and not withdrawn prior in limitation of) Subsidiary’s rights pursuant to the date which is 20 Business Days following the commencement of Agreement to extend and amend the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Subsidiary shall not be required to accept for paymentpayment or, purchase or subject to Rule 14e-1(c) of the Exchange Act, pay for, for and may delay the acceptance for payment of or or, subject to Rule 14e-1(c) of the Exchange Act, the payment for, any validly tendered shares of Company Common Stock tendered in not theretofore accepted for payment or paid for, and Subsidiary may terminate or amend the OfferOffer (subject to Section 1.1 of the Agreement) if (i) a number of shares of Company Common Stock representing a majority of the total number of shares of Company Common Stock that would be outstanding after giving effect to the exercise and conversion of all outstanding options (whether or not currently exercisable) with an exercise price at or below the Merger Consideration, vested Stock Grants (and, to the extent not previously vested, any Stock Grants that would vest pursuant to Section 4.6), warrants and securities exercisable or if convertible into Company Common Stock (the Minimum Shares “Fully Diluted Shares”), shall not have been validly tendered pursuant to before the expiration of the Offer and not withdrawnwithdrawn or otherwise acquired by Parent or any of its affiliates before the expiration of the Offer (“Minimum Condition”), may terminate (ii) any applicable waiting period under the HSR Act shall not have expired or amend been terminated or (iii) at any time on or after the Offer, subject to the terms and conditions date of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to before the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer)payment therefor, any of the following shall occur conditions has occurred and remain in effectcontinues to exist:

CONDITIONS TO THE OFFER. The Notwithstanding any other provision of the Offer, Tribune shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Tribune's obligation to pay for or return tendered Company Common Shares promptly after termination or withdrawal of the Offer), pay for, and (subject to any such rules or regulations) may delay the acceptance for payment of any tendered Company Common Shares and (except as provided in the Merger Agreement) amend or terminate the Offer as to any Company Common Shares not then paid for if (i) there shall be conditioned upon the Minimum Shares being not have been validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement expiration of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of at least 15 million Company Common Stock until expiration of all Shares (the "MINIMUM CONDITION") or (ii) any applicable waiting periods period (and extensions any extension thereof) under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares Act shall not have expired or been validly tendered pursuant terminated prior to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions expiration of the Offer or (iii) at any time after the date of the Merger Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to the time of acceptance payment for payment of any such shares of Company Common Stock Shares (whether or not any other shares of Company Common Stock Shares have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occur and remain in effectbe continuing or conditions exists:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, in addition to (and not in limitation of) the Purchaser's right to extend and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Merger Agreement), Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Purchaser shall not be required to accept for paymentpayment or, purchase or subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for, and may delay the acceptance for payment of or or, subject to the regulations referred to above, the payment for, any shares of Company Common Stock tendered in the OfferShares, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms if (i) there are not validly tendered and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, not withdrawn prior to the time expiration date for the Offer (the "Expiration Date") that number of acceptance Common Shares which, together with Shares beneficially owned by Parent or its affiliates, represent at least 40% of the outstanding Common Shares on the date of purchase (the "Minimum Condition") PROVIDED; that Purchaser shall only be required to accept for payment and to purchase that number of Common Shares which, together with Shares beneficially owned by Parent or its affiliates, represents not more than 49% of the outstanding Common Shares on the date of purchase, (ii) any such shares applicable waiting periods under the HSR Act or any applicable foreign antitrust statute shall not have expired or (iii) at any time on or after July 25, 1999 and before the expiration of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following events shall occur and remain in effectoccur:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding Notwithstanding any other provision provisions of the Offer, and in addition to (and not in limitation of) Merger Sub’s rights to extend and amend the Offer at any time in its sole discretion (subject to the terms and conditions of the Merger Agreement), Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall will not be required to accept for paymentpayment or, purchase subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) promulgated under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or or, subject to the restriction referenced above, the payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant Shares if (i) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement) the number of Shares validly tendered, and not validly withdrawn, does not equal at least the number of Shares sufficient for the Merger to be effected in accordance with Section 251(h) of the DGCL (the “Minimum Condition”), (ii) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement) any waiting period (and any extensions thereof) and any approvals or clearances applicable to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions consummation of the Agreement and Merger Sub's obligation to extend in accordance with the Offer pursuant to Section 1.1(bHSR Act will not have expired, or been terminated or obtained, as applicable or (iii) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall events will occur and remain in effectbe continuing:

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon at least that number of shares of Company Common Stock equivalent to 75% of the Fully Diluted Shares of Company Common Stock on the date such shares are purchased pursuant to the Offer (subject to reduction as described below, the “Minimum Shares Shares”) being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with Agreement; provided, however, that Merger Sub may reduce the provisions Minimum Shares to not less than a majority of the AgreementFully Diluted Shares of Company Common Stock without the prior written consent of the Company. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the this Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares shall not have been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to the time of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:

CONDITIONS TO THE OFFER. The Notwithstanding any other provision of the Company Offer, the Company shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Securities Exchange Act (relating to the obligation of the Company to pay for or return tendered Shares promptly after termination or withdrawal of the Company Offer), pay for, and (subject to any such rules or regulations) `may delay the acceptance for payment of any tendered Shares and (except as provided in this Agreement) amend or terminate the Company Offer for if (i) there shall not be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement expiration of the Offer in accordance with the terms hereof or a number of Shares such later date as that, upon consummation of the Offer may be extended by an amendment and contribution to this Agreement in accordance with the provisions Purchaser of the Agreement. MoreoverBYOWC Shares, notwithstanding any other provision Purchaser would own at least 51% of the Offertotal number of issued and outstanding Shares on a fully diluted basis, and subject to (the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment "MINIMUM CONDITION") or (ii) any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) period under the HSR Act, and Merger Sub shall not be required to accept for payment, purchase or pay for, and may delay the acceptance for payment of or payment for, any shares of Company Common Stock tendered in the Offer, or if the Minimum Shares Act shall not have expired or been validly tendered pursuant to the Offer and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, terminated prior to the expiration of the Offer or (iii) at any time after the date of this Agreement and before the initial time of acceptance of Shares for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following shall occur and remain in effect:conditions exists,

CONDITIONS TO THE OFFER. The Offer shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior to the date which is 20 Business Days following the commencement Notwithstanding any other term of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the Agreement. Moreover, notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Acquirer shall not be required to accept for payment, purchase or subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Acquirer’s obligation to pay for, and may delay the acceptance for payment or return tendered Shares promptly after termination of or payment for, any shares withdrawal of Company Common Stock tendered in the Offer), or if the Minimum to pay for any Shares shall not have been validly tendered pursuant to the Offer unless (i) there shall have been validly tendered and not withdrawn, may terminate or amend the Offer, subject to the terms and conditions of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, withdrawn prior to the time expiration of acceptance the Offer such number of Shares that would constitute at least 80% of the Shares that are outstanding immediately prior to the Share Acceptance and are not held by any member of a Filing Group (determined on a primary basis, without giving effect to the exercise or conversion of any then-outstanding options, warrants, or other rights to acquire, or securities convertible into or exercisable for, Shares) (the “Minimum Tender Condition”) and (ii) the waiting period (and any extension thereof) under any Competition Law applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated. Furthermore, notwithstanding any other term of the Offer or this Agreement, Acquirer shall not be required to accept for payment of or to pay for any such shares of Company Common Stock (whether or Shares not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to if, at any time on or after the Offer)date of this Agreement and before the acceptance of such Shares for payment or the payment therefore, any of the following shall occur and remain in effectconditions exist:

CONDITIONS TO THE OFFER. The Offer capitalized terms used in this Annex A have the meanings set forth in the attached Agreement, except that the term “the Agreement” shall be conditioned upon the Minimum Shares being validly tendered and not withdrawn prior deemed to refer to the date which is 20 Business Days following the commencement of the Offer in accordance with the terms hereof or such later date as the Offer may be extended by an amendment to this Agreement in accordance with the provisions of the attached Agreement. Moreover, notwithstanding Notwithstanding any other provision of the Offer, and subject to the terms and conditions of the Agreement, Merger Sub shall not be obligated to accept for payment any shares of Company Common Stock until expiration of all applicable waiting periods (and extensions thereof) under the HSR Act, and Merger Sub Purchaser shall not be required to accept for paymentpayment or, purchase subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or or, subject to the restriction referred to above, the payment for, any shares tendered Shares, and (subject to the provisions of Company Common Stock the Agreement) may terminate the Offer and not accept for payment any tendered in the Offer, or Shares if the Minimum Shares (i) there shall not have been validly tendered pursuant (other than Shares tendered by guaranteed delivery where actual delivery has not occurred) and not validly withdrawn prior to the expiration of the Offer that number of Shares which, when added to the Shares owned by Parent and its Affiliates, would represent more than 50% of the Shares then outstanding determined on a fully-diluted basis (the “Minimum Condition”), (ii) any applicable waiting period under the HSR Act shall not withdrawn, may terminate have expired or amend been terminated prior to the expiration of the Offer, subject to or (iii) at any time on or after the terms and conditions date of the Agreement and Merger Sub's obligation to extend the Offer pursuant to Section 1.1(b) if, prior to the time expiration of acceptance for payment of any such shares of Company Common Stock (whether or not any other shares of Company Common Stock have theretofore been accepted for payment or paid for pursuant to the Offer), any of the following conditions shall occur exist and remain in effectbe continuing as of the expiration of the Offer: