Common use of Comcast Merger and X.X. Xxxxxxx Spin-off Clause in Contracts

Comcast Merger and X.X. Xxxxxxx Spin-off. (i) The Original Company, Scripps Xxxxxx, Inc., an Ohio corporation and wholly owned subsidiary of the Original Company and successor to the Original Company (“New Scripps”), and Comcast Corporation, a Pennsylvania corporation (“Comcast”), entered into an Agreement and Plan of Merger dated October 28, 1995 (the “Comcast Merger Agreement”) pursuant to which Comcast acquired the cable television business of the Original Company by the merger of the Original Company into Comcast (the “Comcast Merger”) immediately following the distribution by the Original Company to its stockholders of shares of the capital stock of New Scripps (the “X.X. Xxxxxxx Spin-off”). (ii) On May 31, 1996 following the X.X. Xxxxxxx Spin-off and the Comcast Merger, New Scripps succeeded to and continued to conduct the newspaper, television broadcasting, and entertainment businesses that had been conducted by the Original Company and changed its name to The X.X. Xxxxxxx Company (the entity previously defined above as “X.X. Xxxxxxx”). (iii) Pursuant to the X.X. Xxxxxxx Spin-off, the holders of common voting stock, $.01 par value, of the Original Company, which was the class of stock that was originally subject to the Original Family Agreement, became the holders of common voting shares, $.01 par value, of X.X. Xxxxxxx (the “EWS Common Voting Shares”), and the holders of Class A common stock, $.01 par value, of the Original Company became the holders of Class A common shares, $.01 par value, of X.X. Xxxxxxx (the “EWS Class A Common Shares”). The EWS Common Voting Shares are equivalent in all material respects to the common voting stock of the Original Company, and the EWS Class A Common Shares of X.X. Xxxxxxx are equivalent in all material respects to the class A common stock of the Original Company and, pursuant to the 1996 Comcast Acknowledgement, X.X. Xxxxxxx was confirmed by the then requisite parties to this Agreement as the successor to the Original Company and the EWS Common Voting Shares became subject to the terms hereof.

Comcast Merger and X.X. Xxxxxxx Spin-off. (i) The Original Company, Scripps Xxxxxx, Inc., an Ohio corporation and wholly owned subsidiary of the Original Company and successor to the Original Company (“New Scripps”), ) and Comcast Corporation, a Pennsylvania corporation (“Comcast”), ) entered into an Agreement and Plan of Merger dated October 28, 1995 (the “Comcast Merger Agreement”) pursuant to which Comcast acquired the cable television business of the Original Company by the merger of the Original Company into Comcast (the “Comcast Merger”) immediately following the distribution by the Original Company to its stockholders of shares of the capital stock of New Scripps (the “X.X. Xxxxxxx Spin-off”). (ii) On May 31, 1996 following the X.X. Xxxxxxx Spin-off and the Comcast Merger, New Scripps succeeded to and continued to conduct the newspaper, television broadcasting, and entertainment businesses that had been conducted by the Original Company and changed its name to The X.X. Xxxxxxx Company (the entity previously defined above as “X.X. Xxxxxxx”). (iii) Pursuant to the X.X. Xxxxxxx Spin-off, the holders of common voting stock, $.01 par value, of the Original Company, which was the class of stock that was originally subject to the Original Family Agreement, became the holders of common voting shares, $.01 par value, of X.X. Xxxxxxx (the “EWS Common Voting Shares”), and the holders of Class A common stock, $.01 par value, of the Original Company became the holders of Class A common shares, $.01 par value, of X.X. Xxxxxxx (the “EWS Class A Common Shares”). The EWS Common Voting Shares are equivalent in all material respects to the common voting stock of the Original Company, and the EWS Class A Common Shares of X.X. Xxxxxxx are equivalent in all material respects to the class A common stock of the Original Company and, pursuant to the 1996 1992 Comcast Acknowledgement, X.X. Xxxxxxx was confirmed by the then requisite parties to this Agreement as the successor to the Original Company and the EWS Common Voting Shares became subject to the terms hereof.