Common use of Form of Election Clause in Contracts

Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to Tribune's transfer agent and registrar, as paying agent, or such other paying agent as may be selected by Tribune and reasonably acceptable to the Company (the "PAYING AGENT"), and accompanied by the certificates representing the Company Common Shares ("COMPANY COMMON CERTIFICATES") as to which the election is being made (or by an appropriate guarantee of delivery of such Company Common Certificates signed by a firm that is a member of any registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program). Tribune shall have the discretion, which it may delegate in whole or in part to the Paying Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Tribune (or the Paying Agent) in such matters shall be conclusive and binding. Neither Tribune nor the Paying Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Paying Agent. The Paying Agent shall also make all computations contemplated by this Section 3.1, and all such computations shall be conclusive and binding on the holders of Company Common Shares and shall be subject to the provisions of Section 3.1(c), (d) and (j).

Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to Tribune's Xxxxx Fargo Bank Minnesota, N.A., transfer agent and registrar, as paying agentfor Buyer Common Stock, or such other paying and exchange agent (which shall be a commercial bank or trust company) as Buyer may appoint (which shall be selected by Tribune and reasonably acceptable to the Company (the "PAYING AGENTExchange Agent"), and accompanied by the certificates representing the shares of Company Common Shares Stock ("COMPANY COMMON CERTIFICATESOld Certificates") as to which the election is being made (or by an appropriate guarantee of delivery of such Company Common Certificates Old Certificate signed by a firm that is a member of any registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program). Tribune A holder of record of shares of Company Common Stock who holds such shares as nominee, trustee or in another representative capacity (a "Holder Representative") may submit multiple Forms of Election, provided that such Holder Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Holder Representative for a particular beneficial owner. Buyer shall have the discretion, which it may delegate in whole or in part to the Paying Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Tribune Buyer (or the Paying Exchange Agent) in such matters shall be conclusive and binding. Neither Tribune Buyer nor the Paying Exchange Agent shall be under any obligation to notify any person of any defect in a Form of 3 Election submitted to the Paying Exchange Agent. The Paying Agent Buyer (or the Exchange Agent) shall also make all computations contemplated by this Section 3.12.1, and all such computations shall be conclusive and binding on the holders of shares of Company Common Shares and shall be subject to the provisions of Section 3.1(c), (d) and (j)Stock.

Form of Election. To be effective, a Form of Election must be properly completed, signed and submitted to Tribune's transfer agent and registrar, as paying agent, or such other paying agent as may be selected by Tribune and reasonably acceptable to the Company (the "PAYING AGENTPaying Agent"), and accompanied by the certificates representing the Company Common Shares ("COMPANY COMMON CERTIFICATESCompany Common Certificates") as to which the election is being made (or by an appropriate guarantee of delivery of such Company Common Certificates signed by a firm that is a member of any registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program). Tribune shall have the discretion, which it may delegate in whole or in part to the Paying Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Tribune (or the Paying Agent) in such matters shall be conclusive and binding. Neither Tribune nor the Paying Agent shall be under any obligation to notify any person of any defect in a Form of Election submitted to the Paying Agent. The Paying Agent shall also make all computations contemplated by this Section 3.1, and all such computations shall be conclusive and binding on the holders of Company Common Shares and shall be subject to the provisions of Section 3.1(c), (d) and (j).