Company Interim Operations. Except as set forth in the Company -------------------------- Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of Acquiror (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each of its Material Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice (with such changes as the Company determines in good faith are necessary or advisable with respect to (w) changes in U.S. or global economic, industry or political conditions, (x) changes in U.S. or global financial markets or conditions, (y) any generally applicable change in Law or interpretation of any thereof and/or (z) the announcement of this Agreement or the transactions contemplated hereby or the Company's performance of its obligations under this Agreement and compliance with the covenants set forth herein), and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material Permits that are required for the Company or such Material Subsidiary to carry on its business, (iii) keep available the services of its present key officers and employees, and (iv) preserve existing relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from the date hereof until the Effective Time, without the prior consent of Acquiror, the Company shall not, nor shall it permit any of its Subsidiaries, directly or indirectly, to:
(a) amend the Company's or any Subsidiary's certificate of incorporation or by-laws (or equivalent organizational documents);
(i) split, combine or reclassify any shares of capital stock of the Company or amend the terms of any rights, warrants or options to acquire its securities, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its Equity Interests, or (iii) redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of its securities or any rights, warrants or options to acquire its securities, except for ordinary course dividends by Company Subsidiaries or, with respect to cla...
Company Interim Operations. Except as set forth in Section 4.01 of the Company Disclosure Schedule or as otherwise expressly contemplated or permitted hereby, without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) continue to make capital expenditures in accordance with the capital expenditure budget previously disclosed to Purchaser and (iii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for the Company or any Company Subsidiary to carry on its business as currently conducted. Without limiting the generality of the foregoing, except as set forth in Section 4.01 of the Company Disclosure Schedule or as otherwise expressly contemplated or permitted by this Agreement, from the date hereof until the Effective Time, without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, the Company shall not, nor shall it permit any Company Subsidiary to:
(a) amend its certificate of incorporation, by-laws or equivalent organizational documents;
(b) split, combine or reclassify any capital stock of the Company or declare or pay any dividend (whether in cash, stock or property or any combination thereof) in respect of any Company Common Stock or any other capital stock of the Company, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any Company equity or equity related securities, except for repurchases from former employees and consultants in accordance with the terms of agreements in effect on the date hereof;
(c) issue, deliver, dispose of or sell or authorize the issuance, delivery, disposal or sale of, any capital stock of the Company of any class or series or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible or exchangeable securities (including the granting of any additional Options);
(d) except as set forth in Section 4.01(d) of the Company Disclosure Schedule, amend any term of any outstanding secu...
Company Interim Operations. The Company covenants and agrees as to itself and each of its Subsidiaries that, from and after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing and except as otherwise (i) expressly contemplated by any other section of this Agreement, (ii) required by applicable Law (it being understood that, insofar as less than 100% of the equity of a Subsidiary of the Company is owned, directly or indirectly, by the Company, nothing in this Section 6.1 shall be deemed to require any such Subsidiary to take any action, or fail to take any action, which action or failure would result in a violation of fiduciary duty under applicable Law) or (iii) set forth in Section 6.1 of the Company Disclosure Letter):
(a) it and its Subsidiaries shall conduct their businesses in the ordinary course, consistent with past practice, and, to the extent consistent therewith, each of the Company and its Subsidiaries shall use its respective commercially reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with material customers, suppliers, reinsurers, distributors, agents, regulators, creditors, rating agencies, lessors, employees and business associates; provided, that the Company and its Subsidiaries may take any action or omit to take any action, to the fullest extent permitted by any proviso or exception contained in this Section 6.1 (whether or not such action or omission would be considered taken in the ordinary course, consistent with past practice);
(b) neither it nor its Subsidiaries shall (i) amend its articles of incorporation or bylaws or comparable governing instruments; (ii) split, combine or reclassify its outstanding shares; (iii) authorize, declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than (A) dividends from its direct or indirect wholly owned Subsidiaries; (B) dividends by a Subsidiary that is partially owned by the Company or any of its Subsidiaries, in the ordinary course, consistent with past practice; provided, that the Company or any such Subsidiary receives or is to receive its proportionate share thereof; and (C) regular quarterly cash dividends on Common Shares in amounts to the extent disclosed in Section 6.1 of the Company Disclosure Letter, and with record and payment dates consistent with past practice; or (iv) repurchase, redeem or otherwise acquire, or permit any of its Subsidiar...
Company Interim Operations. During the period from the date of this Agreement through the Effective Time, the Company agrees as to itself and its Subsidiaries that (except as set forth in Section 6.1 of the Company Disclosure Statement, expressly contemplated or permitted by this Agreement, or to the extent that Tribune shall otherwise consent in writing):
Company Interim Operations. 38 SECTION 7.2
Company Interim Operations. 30 7.2. Acquisition Proposals........................................ 32 7.3. Company Stockholder Approval; Proxy Statement................ 33 7.4. Approvals and Consents; Cooperation.......................... 35 7.5. Filings; Other Actions; Notification......................... 36 7.6. Access....................................................... 37 7.7. De-registration.............................................. 37 7.8. Publicity.................................................... 37 7.9. Benefits..................................................... 37 7.10. Expenses..................................................... 39 7.11. Indemnification; Directors' and Officers' Insurance.......... 39 7.12. Antitakeover Statutes........................................ 40
Company Interim Operations. Except as set forth in the document entitled "Schedule 6.1" furnished to the Company by Parent prior to the execution and delivery of this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) and except as otherwise expressly contemplated by this Agreement and the Stock Option Agreement):
(a) the business of it and its Subsidiaries shall be conducted, in all material respects, in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its business organization substantially intact and substantially maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates;
(b) it shall not (i) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (ii) amend its certificate or bylaws or amend, modify or terminate the Rights Agreement, except as set forth in Section 5.1(s) hereof; (iii) split, combine or reclassify its outstanding shares of capital stock; (iv) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock, or (v) repurchase, redeem or otherwise acquire, except in connection with the Stock Plans, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exchangeable or exercisable for any shares of its capital stock;
(c) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any Voting Debt or any other property or assets (other than (A) the issuance of Shares pursuant to options outstanding on the date of this Agreement under the Stock Plans, (B) the issuance of Shares pursuant to the exercise of Warrants set forth on Schedule 5.1(b), (C) the issuance of 12% Senior Convertible Notes upon exercise of Warrant Notes outstanding on the date of this Agreement, (D) the issuance of warrants for Shares upon redemption of Convertible Notes outstanding on the date of this Agreeme...
Company Interim Operations. Except as set forth in the AT&T Disclosure Letter or as otherwise expressly contemplated by a Transaction Agreement, without the prior written consent of AOLTW and Comcast (in each case, which shall not be unreasonably withheld), from the date hereof until the Closing, (a) AT&T and MediaOne of Colorado shall cause MediaOne TWE Holdings not to conduct any business operations (other than its ownership of TWE Partnership Interests), enter into any Contract, Acquire any assets or incur any Liabilities, other than Liabilities for Taxes, ERISA Group Liabilities, the MediaOne Promissory Note or the Company Indebtedness and the Company Fees and Expenses, (b) except pursuant to the AT&T Comcast Merger, the spin-off transactions contemplated by the AT&T Comcast Merger Agreement, or the other internal restructurings and transactions in connection therewith that are solely among wholly owned Subsidiaries of AT&T and that do not adversely affect the Company or its Subsidiaries (after giving effect to the Transactions) (all such transactions referred to in this clause (b) being collectively referred to as the "AT&T COMCAST TRANSACTIONS"), AT&T shall not transfer, assign or otherwise Dispose of any Equity Securities of MediaOne of Colorado and (c) except pursuant to a Permitted AT&T Disposition, AT&T shall not permit (i) MediaOne of Colorado to transfer, assign or otherwise Dispose or agree to Dispose of any Equity Securities of the Company or TWE or (ii) the Company to transfer or otherwise Dispose or agree to Dispose of any Equity Securities of TWE.
Company Interim Operations. 18 Section 4.2. PARENT INTERIM OPERATIONS...........................20
Company Interim Operations. 50 7.2 Interim Operations of the AT&T Parties..........51 7.3 Interim Operations of the Comcast Parties.......51 7.4
