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. 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. 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 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 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 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 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 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. 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 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 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. 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. 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 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. 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. 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. 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.