Common use of Mixed Election Clause in Contracts

Mixed 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 Tribune Common Shares (together with the associated Rights) for part of such holder's Company Common Shares and cash for the remaining part of such holder's Company Common Shares (the "MIXED ELECTION" and, collectively with the Stock Election and the Cash Election, the "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 the Per Share Cash Amount 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 the consummation or expiration of the Offer and prior to the Effective Time. Mixed Elections shall be made on a Form of Election. 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. With respect to each holder of Company Common Shares who makes a Mixed Election, the Company Common Shares such holder elects to be converted into the right to receive the Per Share Cash Amount shall be treated as Cash Election Shares for purposes of the provisions contained in Section 3.1(c), (d) and (j), and the Company Common Shares such holder elects to be converted into the right to receive Tribune Common Shares shall be treated as Company Common Shares with respect to which Stock Elections are made for purposes of the provisions contained in Sections 3.1(e) and (j).

Mixed Election. Subject to the immediately following sentence, each record holder of shares of Company Common Shares Stock immediately prior to the Effective Time shall be entitled to elect to receive Tribune shares of Parent Common Shares (together with the associated Rights) Stock for part of such holder's shares of Company Common Shares Stock and cash for the remaining part of such holder's shares of Company Common Shares Stock (the "MIXED ELECTIONMixed Election" and, collectively with the Stock Election and the Cash Election, the "ELECTIONElection"). Notwithstanding the foregoing and subject to Section 3.1(j2.1(l), the aggregate number of shares of Company Common Shares Stock that may be converted into the right to receive the Per Share Cash Amount Consideration plus Dissenting Shares shall be no greater than (i) 28 million minus (ii) 55%, and the number of shares of Company Common Shares purchased Stock converted into the right to receive the Stock Election Number shall be 45%, in each case, of the Offer, minus (iii) any Dissenting Shares, minus (iv) any total number of shares of Company Common Shares acquired by Tribune or any Stock issued and outstanding as of its Wholly-Owned Subsidiaries following the consummation or expiration of the Offer and prior to the Effective Time. Mixed Elections shall be made on a Form of Election. A Shares Representative may submit multiple Forms of Election; PROVIDED, provided that such Shares Representative certifies that each such Form of Election covers all the shares of Company Common Shares Stock held by such Shares Representative for a particular beneficial owner. With respect to each holder of Company Common Shares Stock who makes a Mixed Election, the shares of Company Common Shares Stock such holder elects to be converted into the right to receive the Per Share Cash Amount Consideration shall be treated as Cash Election Shares for purposes of the provisions contained in Section 3.1(cSections 2.1(d), (de) and (jl), and the Company Common Shares shares such holder elects to be converted into the right to receive Tribune shares of Parent Common Shares Stock shall be treated as Company Common Stock Election Shares with respect to which Stock Elections are made for purposes of the provisions contained in Sections 3.1(e2.1(f), (g) and (jl).

Mixed 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 Tribune Common Shares (together with the associated Rights) for part of such holder's Company Common Shares and cash for the remaining part of such holder's Company Common Shares (the "MIXED ELECTIONMixed Election" and, collectively with the Stock Election and the Cash Election, the "ELECTIONElection"). 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 the Per Share Cash Amount 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 the consummation or expiration of the Offer and prior to the Effective Time. Mixed Elections shall be made on a Form of Election. A Shares 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. With respect to each holder of Company Common Shares who makes a Mixed Election, the Company Common Shares such holder elects to be converted into the right to receive the Per Share Cash Amount shall be treated as Cash Election Shares for purposes of the provisions contained in Section 3.1(c), (d) and (j), and the Company Common Shares such holder elects to be converted into the right to receive Tribune Common Shares shall be treated as Company Common Shares with respect to which Stock Elections are made for purposes of the provisions contained in Sections 3.1(e) and (j).