Common use of Cash Election Clause in Contracts

Cash Election. Subject to the immediately following sentence, each record holder of Company Common Shares immediately prior to the Effective Time shall be entitled to elect to receive cash for all or any part of such holder's Company Common Shares (a "CASH ELECTION"). Notwithstanding the foregoing and subject to Section 3.1(j), the aggregate number of Company Common Shares that may be converted into the right to receive cash in the Merger (the "CASH ELECTION NUMBER") shall be no greater than (i) 28 million, minus (ii) the number of Company Common Shares purchased in the Offer, minus (iii) any Dissenting Shares, minus (iv) any Company Common Shares acquired by Tribune or any of its Wholly-Owned Subsidiaries following consummation or expiration of the Offer and prior to the Effective Time. Cash Elections shall be made on a form designed for that purpose (a "FORM OF ELECTION"). A holder of record of Company Common Shares who holds such Company Common Shares as nominee, trustee or in another representative capacity (a "SHARES REPRESENTATIVE") may submit multiple Forms of Election; PROVIDED, that such Shares Representative certifies that each such Form of Election covers all the Company Common Shares held by such Shares Representative for a particular beneficial owner.

Cash Election. Subject to the immediately following sentence, each record holder of Company Common Shares immediately prior to the Effective Time shall be entitled to elect to receive cash for all or any part of such holder's Company Common Shares (a -13- 18 "CASH ELECTIONCash Election"). Notwithstanding the foregoing and subject to Section 3.1(j), the aggregate number of Company Common Shares that may be converted into the right to receive cash in the Merger (the "CASH ELECTION NUMBERCash Election Number") shall be no greater than (i) 28 million, minus (ii) the number of Company Common Shares purchased in the Offer, minus (iii) any Dissenting Shares, minus (iv) any Company Common Shares acquired by Tribune or any of its Wholly-Owned Subsidiaries following consummation or expiration of the Offer and prior to the Effective Time. Cash Elections shall be made on a form designed for that purpose (a "FORM OF ELECTIONForm of Election"). A holder of record of Company Common Shares who holds such Company Common Shares as nominee, trustee or in another representative capacity (a "SHARES REPRESENTATIVEShares Representative") may submit multiple Forms of Election; PROVIDEDprovided, that such Shares Representative certifies that each such Form of Election covers all the Company Common Shares held by such Shares Representative for a particular beneficial owner.