Adjustment Per Tax Opinion. Notwithstanding anything in this Article III to the contrary, the number of Company Common Shares to be converted into the right to receive the Tribune Common Shares in the Merger shall be not less than the number which would cause the ratio of (i) the average price per Tribune Common Share on the NYSE on the Closing Date times the aggregate number of Tribune Common Shares to be paid as Common Merger Consideration pursuant to Section 3.1 with respect to Company Common Shares that are deemed outstanding for federal income tax purposes, to (ii) the sum of (A) the amount set forth in the preceding clause (i) plus (B) the aggregate Per Share Cash Amount to be paid pursuant to Section 3.1 plus (C) the number of Dissenting Shares times the Per Share Cash Amount plus (D) the aggregate amount of cash paid for Company Common Shares purchased in the Offer plus (E) the aggregate amount of cash paid by Tribune or any of its Wholly-Owned Subsidiaries to acquire Company Common Shares following completion or expiration of the Offer and prior to the Effective Time plus (F) any other amounts paid by Tribune or the Company (or any Person related to Tribune or the Company within the meaning of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e)) to, or on behalf of, any stockholder of the Company in connection with the sale, redemption or other disposition of any Company stock in connection with the Merger for purposes of Treasury Regulation Sections 1.368-1(e) and 1.368-1T(e) plus (G) any extraordinary dividend distributed by the Company prior to and in connection with the Merger for purposes of Treasury Regulation Section 1.368-1T(e), to be 45%. To the extent the application of this Section 3.1(j) results in the number of Company Common Shares to be converted into the right to receive the Tribune Common Shares in the Merger being increased, the number of Company Common Shares to be converted into the right to receive the Per Share Cash Amount (and, therefore, the Cash Election Number) will be reduced accordingly.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Stinehart William Jr), Agreement and Plan of Merger (Tribune Co)
