Common use of Exception for Certain Acquisitions of Stock Clause in Contracts

Exception for Certain Acquisitions of Stock. Section 3.1 (a) shall not include any acquisition of beneficial ownership of Common Stock or other voting securities of the Company (i) directly from the Company or (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company. In the event of the redemption of outstanding shares of Common Stock or other voting securities by the Company, any resulting increase in the percentage of outstanding shares or other voting securities beneficially owned by any person or group shall be taken into account in determining whether the percentage in Section 3.1(a) has been met or exceeded except as provided in the following sentence. No acquisition of additional outstanding shares of Common Stock or other voting securities of the Company by ▇▇▇▇▇▇ Investment Company, ▇.▇. ▇▇▇▇▇▇▇ Company, The Times Mirror Company or the Times Mirror Foundation and no increase in the percentage of outstanding shares or other voting securities beneficially owned by any of them resulting from any redemption of shares or other voting securities by the Company shall result in a Change of Control pursuant to Section 3.1(a) unless, in either case, the resulting increase in the percentage of beneficial ownership of ▇▇▇▇▇▇ Investment Company and ▇. ▇. ▇▇▇▇▇▇▇ Company in the aggregate or by The Times Mirror Company and the Times Mirror Foundation in the aggregate exceeds 10%.

Exception for Certain Acquisitions of Stock. Section 3.1 (a) shall not include any acquisition of beneficial ownership of Common Stock or other voting securities of the Company (i) directly from the Company or (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company. In the event of the redemption of outstanding shares of Common Stock or other voting securities by the Company, any resulting increase in the percentage of outstanding shares or other voting securities beneficially owned by any person or group shall be taken into account in determining whether the percentage in Section 3.1(a) has been met or exceeded except as provided in the following sentence. No acquisition of additional outstanding shares of Common Stock or other voting securities of the Company by ▇A▇▇▇▇▇ Investment Company, ▇.M.▇. ▇▇▇▇▇▇▇ Company, The Times Mirror Company or the Times Mirror Foundation and no increase in the percentage of outstanding shares or other voting securities beneficially owned by any of them resulting from any redemption of shares or other voting securities by the Company shall result in a Change of Control pursuant to Section 3.1(a) unless, in either case, the resulting increase in the percentage of beneficial ownership of ▇A▇▇▇▇▇ Investment Company and ▇. M.▇. ▇▇▇▇▇▇▇ Company in the aggregate or by The Times Mirror Company and the Times Mirror Foundation in the aggregate exceeds 10%.