EX-2 3 d938432dex2.htm EX-2 CUSIP No. 811054402 AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT
CUSIP No. 000000000
Exhibit 2
AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT
This Amended and Restated Scripps Family Agreement (this “Agreement”) is entered into this 19th day of May, 2015 by the undersigned individuals (the “Family Shareholders”), The X.X. Xxxxxxx Company, an Ohio corporation (“X.X. Xxxxxxx”), and Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”). The term “Company” shall mean X.X. Xxxxxxx and Scripps Networks Interactive, severally.
WHEREAS, the undersigned individuals, X.X. Xxxxxxx and Scripps Networks Interactive are parties to the Scripps Family Agreement, dated October 15, 1992 (the “Original Family Agreement”), as modified and amended by (a) the Acknowledgement dated October 15, 1992 (the “1992 Comcast Acknowledgement”), (b) the 2008 Amendments to Scripps Family Agreement, which became effective May 8, 2008 (the “2008 SNI Amendment”), (c) the June 2014 Amendments, which became effective June 21, 2014, and (d) the Amendment to Scripps Family Agreement dated July 31, 2014 (the “2014 Journal Amendment”) (as so amended, the “Amended Family Agreement”) and desire to amend and restate the Amended Family Agreement to consolidate its provisions and make further amendments thereto;
Section 1. Background and Effectiveness.
(i) The undersigned individuals are descendants of Xxxxxx X. Scripps, founder of the predecessor company to X.X. Xxxxxxx, also named The X.X. Xxxxxxx Company, a Delaware corporation (the “Original Company”), and controlling person thereof from 1878 to 1922.
(iii) Family Shareholders are convinced of the wisdom and farsightedness of Xxxxxx X. Scripps’ views and believe that because of the important position occupied by the Company in the communications industry in the United States it would be in the best interests of the Company, its shareholders, its employees and the public for the Family Shareholders to take steps to preserve the independence and integrity of the Company by restricting transfer and governing voting of Common Voting Stock (as defined below, but not Class A Stock (as defined below)) to be owned by them.
(iv) In light of the objectives set forth above, the Family Shareholders entered into this Agreement for the purpose of restricting the transfer and governing the voting of the Common Voting Stock to be received on termination of the Scripps Trust
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and all other shares of Common Voting Stock (or shares of stock of the Company with comparable or unlimited voting rights) that they may own of record or beneficially at, or acquire after, such termination (such Shares and such other shares being herein referred to collectively as the “Shares”).
(v) Upon the death of Xxxxxx X. Scripps, Jr. on October 18, 2012 (the “Trust Termination Date”), the last to survive of the four children of Xxxxxx X. Scripps who were living at the death of Xxxxxx X. Scripps in 1926 (such children being Xxxxxxx X. Scripps, Xxxxxx X. Scripps, Jr., Xxxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxx), the Scripps Trust terminated and all shares of Class A Stock and Common Voting Stock held by the Scripps Trust were distributed to the beneficiaries thereof, including certain of the Family Shareholders, on March 14, 2013.
(b) 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 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”).
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(c) Spin-off of Scripps Networks Interactive.
(i) On July 1, 2008, X.X. Xxxxxxx effected a spin-off of Scripps Networks Interactive, which was a wholly-owned subsidiary of X.X. Xxxxxxx, by way of a pro rata distribution of 100% of the shares of Scripps Networks Interactive (the “SNI Spin-off”), such that each of the shareholders of X.X. Xxxxxxx received one Class A common share, $.01 par value, of Scripps Networks Interactive (the “SNI Class A Common Shares”) for each EWS Class A Common Share held of record on the record date for the SNI Spin-off and one common voting share, $.01 par value, of Scripps Networks Interactive (the “SNI Common Voting Shares”) for each EWS Common Voting Share held of record on the record date for the SNI Spin-off.
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(ii) Following the SNI Spin-off, X.X. Xxxxxxx continued to conduct the newspaper, television broadcasting and licensing businesses conducted by it prior to the SNI Spin-off through various subsidiaries, and Scripps Networks Interactive continued to conduct the networks and interactive media businesses that were conducted by X.X. Xxxxxxx through various subsidiaries.
(iii) As set forth in the 2008 SNI Amendment, signed by the then requisite parties to this Agreement, X.X. Xxxxxxx and Scripps Networks Interactive, all of the terms of this Agreement, including, without limitation, provisions restricting transfer and governing voting, apply to the SNI Common Voting Shares that the Family Shareholders received upon termination of the Scripps Trust and any other SNI Common Voting Shares (or shares of Scripps Networks Interactive of comparable or unlimited voting rights) that they owned of record or beneficially at, or acquire after, such termination as if such parties and Scripps Networks Interactive had executed a separate family agreement relating to SNI Common Voting Shares and containing the same provisions as this Agreement.
(iv) Following the SNI Spin-off, the “Family Shareholders” include Family Shareholders of X. X. Xxxxxxx and Scripps Networks Interactive, severally; the terms “Common Voting Stock” and “Shares” mean the EWS Common Voting Shares and SNI Common Voting Shares, severally; the term “Class A Stock” means EWS Class A Common Shares and SNI Class A Common Shares, severally.
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(d) X.X. Xxxxxxx and Journal Communications Merger and Spin-off.
(i) On July 31, 2014, X.X. Xxxxxxx and Journal Communications, Inc. (“Journal Communications”) entered into a merger agreement pursuant to which X.X Xxxxxxx and Journal Communications agreed to combine their broadcast operations and spin off and then merge their newspapers, resulting in two separately traded public companies (the “EWS-Journal Transactions”). X.X. Xxxxxxx will continue as the broadcast and digital media company and retain The X.X. Xxxxxxx Company name, with its subsidiary owning the broadcast and digital media business formerly owned by Journal Communications. The newspaper company will be called Journal Media Group, Inc. (“Journal Media Group”), and will own the newspaper businesses formerly owned by Journal Communications and X.X. Xxxxxxx.
(ii) Upon closing of the EWS-Journal Transactions, (A) Journal Communications’ Class A and Class B shareholders will receive 0.5176 EWS Class A Common Shares and 0.1950 shares in Journal Media Group for each Journal Communications share and (B) X.X. Xxxxxxx shareholders will receive 0.2500 shares in Journal Media Group for each EWS Class A Common Share and each EWS Common Voting Share. Journal Media Group will have one class of stock.
(iii) Section 17(a) of this Agreement provides that its terms will apply to a successor entity of the Company (including as a result of a spin-off) and the shares of such successor entity that has a similar capital structure to the Company. As set forth in the 2014 Journal Amendment signed by the then requisite parties to this Agreement, notwithstanding anything to the contrary set forth in this Agreement, this Agreement shall not apply to any shares of capital stock of any entity (or successor entity) owning the newspapers published by the X.X. Xxxxxxx or its subsidiaries and the newspapers
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published by Journal Communications, Inc. or its subsidiaries, including the Milwaukee Journal Sentinel, that become owned by any Family Shareholder at any time after July 31, 2014, and such entity (or successor entity) shall not be considered a successor or spun-off subsidiary as such terms are used in Section 17(a)(ii) hereof. If the EWS-Journal Transactions do not close by December 31, 2015, this Section 1(d)(iii) will no longer be effective.
Section 2. Transfer; Conversion; Insolvency.
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the commencement of any other proceeding by or against a Family Shareholder under any bankruptcy, reorganization or insolvency law or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, liquidation, moratorium, arrangements with creditors, composition or extension or any other proceeding or event of a character similar to any of the foregoing, then the Shares owned by such Family Shareholder at the date of any such event shall be deemed to be offered for sale pursuant to Section 3 hereinbelow. In the event, and to the extent, any of such Family Shareholder’s Shares are not purchased pursuant to such Section 3, such Shares shall remain the property of such Family Shareholder and shall remain subject to this Agreement unless a court of competent jurisdiction orders otherwise, in which case such Shares shall be converted into Class A Stock on a share-for-share basis and disposed of pursuant to the order of such court.
(i) stating the Offeror’s intention to sell or donate Shares or interests therein;
(ii) stating the total number of Shares or interests therein to be sold or donated (the “Offered Shares”);
(iii) stating the identity of the proposed purchaser or donee (if any) and the terms and manner of the proposed sale or donation to such purchaser or donee; and
(iv) offering to sell the Offered Shares to the Optionees in the order, on the terms and subject to the conditions provided in this Agreement.
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(i) first, the Family Shareholders belonging to the same Branch of the Family (as defined below) as the Offeror (the “First Optionees”) shall have the right to purchase all the Offered Shares, such purchases to be made in the proportion that the respective holdings of Shares by each such First Optionee bears to the aggregate holdings of Shares by all such First Optionees, and those First Optionees who purchase their full allotment of Offered Shares shall have a further right to purchase any Offered Shares not purchased by the other First Optionees, in such amounts as may be specified by them in the notice described in Section 4(a) hereof; provided that if the amounts so specified exceed the amount of remaining Offered Shares, each such Optionee shall be entitled to purchase a proportionate number of the remaining Offered Shares, in accordance with the proportion that the Offered Shares specified for purchase by such Optionee bears to the total number of Offered Shares specified for purchase by all such Optionees;
(ii) second, the Family Shareholders belonging to Branches of the Family other than that of the Offeror (the “Second Optionees”) shall have the right to purchase any Offered Shares not purchased by the First Optionees, such purchases to be made in the proportion that the respective holdings of Shares by each such Second Optionee bears to the aggregate holdings of Shares by all such Second Optionees; and those Second Optionees who purchased their full allotment of Offered Shares shall have a further right to purchase any Offered Shares not purchased by the other Second
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Optionees, in such amounts as may be specified by them in the notice described in Section 4(b) hereof; provided that if the amounts so specified exceed the amount of remaining Offered Shares, each such Optionee shall be entitled to purchase a proportionate number of the remaining Offered Shares, in accordance with the proportion that the Offered Shares specified for purchase by such Optionee bears to the total number of Offered Shares specified for purchase by all such Optionees; and
(iii) third, unless the Offeror elects to retain such Offered Shares, the Company shall have the right to purchase any Offered Shares that have not been purchased by the other Optionees.
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Section 4. Procedures for Exercise of Purchase Rights.
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Section 5. Purchase Price; Closing.
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the Offeror, or if the Company is an Optionee and the Offeror has elected to receive Class A Stock for all or part of the Offered Shares being purchased by the Company, the Company shall deliver to the Offeror the requisite number of shares of Class A Stock registered in the name of the Offeror.
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Section 7. Excepted Transfers.
(i) sell Shares to his or her lineal descendants, provided that such descendant first becomes a party to this Agreement and thereby becomes a “Family Shareholder” hereunder effective upon the receipt of such Shares and agrees that the certificates for such Shares shall bear the legend provided for in Section 12 hereof;
(ii) transfer Shares by inter vivos gift or testamentary transfer to:
(1) any member of the Branches of the Family (a “Family Descendant”) who is of legal age and not under any legal disability;
(2) any trust for the benefit of a Family Descendant, the spouse of a Family Descendant or a Charitable Organization (as defined below), provided that a majority of the trustees of the trust are (and, under the terms of the trust, are required to be) Family Descendants or that the trustees are required to vote and dispose of the Shares held under such trust at the direction of one or more Family Descendants (a “Family Trust”); and
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(3) any of the following, or a similar or successor form of entity, formed under the laws of a state of the United States (each, a “Family Entity”): (i) company, corporation, limited liability company or partnership wholly-owned (directly or “beneficially,” as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) exclusively by, and operated for the sole benefit of, one or more Family Descendants, Family Trusts or Charitable Organizations, provided that the person(s) that operate, govern, manage or otherwise control such entity are (and, under the governing documents of such entity, are required to be) Family Descendants or are otherwise required to vote and dispose of the Shares held by such entity at the direction of one or more Family Descendants, and (ii) non-profit organization, charitable foundation, or other charitable organization, provided that the person(s) that operate, govern, manage or otherwise control such entity are (and, under the governing documents of such entity, are required to be) Family Descendants or are otherwise required to vote and dispose of the Shares held by such entity at the direction of one or more Family Descendants (a “Charitable Organization”);
provided that such Family Descendant (if the aforesaid transfer is outright), the trustees and any other persons (whether or not required to act in a fiduciary capacity) with authority regarding investment or voting of the Shares held under such Family Trust (if the aforesaid transfer is to a Family Trust) or the Family Entity and each direct or beneficial owner thereof (if the aforesaid transfer is to a Family Entity) first becomes a party to this Agreement and thereby becomes a “Family Shareholder” hereunder effective upon the receipt of such Shares and agrees that the certificates for such Shares shall bear the legend provided for in Section 12 hereof;
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(iii) transfer Shares by testamentary transfer to his or her spouse provided that such Family Shareholder’s last will and testament provides that all Shares to be so transferred shall be converted by the estate of such Family Shareholder into shares of Class A Stock on a share-for-share basis before being so transferred; further provided that if a Family Descendant transfers Shares to a Family Trust (as described in subsection (a)(ii)(2) above), such Family Trust similarly may make outright transfers of Shares (as trust distributions or otherwise) to the spouse of any Family Descendant provided that the terms of such Family Trust require that all Shares to be so transferred shall be converted by the trustees of such Family Trust into shares of Class A Stock on a share-for-share basis before being so transferred; and
(iv) pledge Shares as collateral for money borrowed by such Family Shareholder or a member of the Branch of the Family of which such Family Shareholder is a member provided that the pledgee agrees in writing to be bound by this Agreement as if such pledgee were a member of the Branch of the Family of which such Family Shareholder is a member effective upon the receipt of such Shares.
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“Nonpermitted Transferee”), such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof; and (ii) if a person who is a Family Descendant, Family Trust or Family Entity but who is not a party to this Agreement acquires outright any Shares held in trust or by a Family Entity, such Family Descendant, Family Entity or the trustee(s) of such Family Trust must become a party to this Agreement effective upon the receipt of such Shares or such Shares shall be deemed to be offered for sale pursuant to Section 3 hereof.
(b) Inclusion in Definition of “Shares”. Any shares of Common Voting Stock or other shares of stock that are or become subject to this Agreement pursuant to the provisions of subsection (a) of this Section 8 shall be considered “Shares” for all purposes of this Agreement.
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Section 9. Annual and Other Meetings of Family Shareholders; Voting Agreement.
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(c) Place and Notice of Meetings. Each meeting of the Family Shareholders called by the Company shall be held in Cincinnati, Ohio or at such other place within or without the State of Ohio as may be designated by the Company and stated in the notice of such meeting. Each meeting of the Family Shareholders called by the Family Shareholders shall be held at the place designated in the notice of such meeting by the Family Shareholders or Family Council calling such meeting. Notice of a meeting of the Family Shareholders shall be deemed sufficient for purposes of this Section 9 if delivered to each Family Shareholder a) by guaranteed overnight delivery via Federal Express (or similar service) at the address last furnished by him or her to the Company, or b) by email to the email address last furnished by him or her to the Company. A Family Shareholder may waive any notice of meeting required under this Section 9 by providing the chairperson of the meeting in question with a written waiver of notice prior to, at or after such meeting. Meetings of the Family Shareholders may be held by means of any communications equipment (e.g., telephone, video or web conferencing equipment) that enables each Family Shareholder an opportunity to participate in the meeting and to vote on matters submitted to Family Shareholders at the meeting, including an opportunity to read or hear proceedings of the meeting and to speak or
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otherwise participate in the proceedings contemporaneously with those who will be present physically or present by the use of any such communications equipment. Any action that may be authorized or taken at a meeting of the Family Shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Family Shareholders. A telegram, cablegram, electronic mail or electronic or other transmission capable of authentication that has been sent by a Family Shareholder and that contains an affirmative vote or approval of that person is a signed writing for purposes of the foregoing sentence. The date on which that telegram, cablegram, electronic mail, or electronic or other transmission is sent is the date on which the writing is signed.
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the company in which the term of the currently serving chairperson and secretary ends. Election shall be by the vote of the holders of a majority of the Shares present at such meeting or represented thereat by proxy. The Family Council may fill any vacancy that may occur in the office of chairperson or secretary by electing a successor to hold office until the next succeeding meeting of the Family Shareholders. The chairperson and secretary shall have such duties as prescribed in the Bylaws.
(g) Voting at Meetings of Family Shareholders. Voting at all meetings of the Family Shareholders may be by voice or show of hand unless any Family Shareholder requests a written ballot. The validity of proxies and ballots at each meeting shall be determined in conformity with the corporation laws of the State of Ohio.
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as many additional periods, each not to exceed ten years, as they may desire, so long as each such additional extension is effected within the two years prior to the end of the most recent ten-year period. Each such extension must be effected in writing. No Family Shareholder will be bound by any such extension if he or she has not executed the writing effecting such extension.
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Section 12. Legend; Transfer; Form of Ownership.
“The Common Voting Shares represented hereby may not be sold, transferred, distributed, pledged, mortgaged, donated, assigned, appointed or otherwise disposed of or encumbered or converted into Class A Common Shares, nor may such shares be voted, nor consents or waivers given with respect thereto, except in accordance with, and such shares and the voting thereof are subject to, the provisions of the Scripps Family Agreement, as amended, a copy of which is on file at the principal office of the Company.”
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(i) This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
(ii) Commencing on July 1, 1992, this Agreement was circulated among the descendants of Xxxxxx X. Scripps and Xxxx X. Scripps for execution by them and was so executed on or before December 31, 1992 by Family Shareholders that included descendants of Xxxxxx X. Scripps to whom in the aggregate there would have been distributed (assuming for purposes of this paragraph that the Scripps Trust were to terminate on such date) such number of shares of Common Voting Stock of the Original Company as would constitute 50% or more of the shares of such stock outstanding on such date and, as a result, this Agreement became irrevocable as provided in Section 14 hereof.
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(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
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(i) if to any Family Shareholder, addressed to such Family Shareholder at such Family Shareholder’s address on the signature pages of this Agreement; and
(ii) if to The X.X. Xxxxxxx Company, addressed to:
The X.X. Xxxxxxx Company
000 Xxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Corporate Secretary
Xxxxx.XxXxxxx@xxxxxxx.xxx
(iii) if to Scripps Networks Interactive, Inc., addressed to:
Scripps Networks Interactive, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attention: Corporate Secretary
XXxxxxxx@xxxxxxxxxxxxxxx.xxx
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Any Family Shareholder or the Company, by notice in writing mailed or emailed to the others, may change the name and address to which notices and other communications hereunder shall be mailed. Each new Family Shareholder, upon executing this Agreement, shall indicate his, her or its address on the signature pages of this Agreement.
For the purposes of this Agreement, receipt of each notice given hereunder shall be deemed to have occurred on the third day after such notice has been sent as required herein.
[SIGNATURE PAGE FOLLOWS]
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THE X.X. XXXXXXX COMPANY | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | Chairman, President & CEO | |
SCRIPPS NETWORKS INTERACTIVE, INC. | ||
By: | /s/ Xxxxxxx X. Xxxx | |
Name: | Xxxxxxx X. Xxxx | |
Title: | Chairman, President & CEO | |
FAMILY SHAREHOLDER | ||
/s/ Xxxx X. Scripps | ||
Name: | Xxxx X. Scripps | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxx X. Scripps, Jr. | ||
Name: | Xxxxxx X. Scripps, Jr. | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxxx X. Scripps (Klenzing) | ||
Name: | Xxxxxxxx X. Scripps (Klenzing) | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Scripps (Xxxx) | ||
Name: | Xxxxxxx X. Scripps (Xxxx) | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Scripps | ||
Name: | Xxxxxxx X. Scripps | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx Scripps Xxxxxxxx | ||
Name: | Xxxxxxx Scripps Xxxxxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxx X. Xxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx Xxx X. Xxxxxxx | ||
Name: | Xxxx Xxx X. Xxxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxxx X. Xxxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Scripps, Jr. | ||
Name: | Xxxxxxx X. Scripps, Jr. | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx Scripps Xxxxx | ||
Name: | Xxxxx Scripps Xxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx Xxxx XxXxxx | ||
Name: | Xxxxxxx Xxxx XxXxxx | |
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FAMILY SHAREHOLDER | ||
/s/ X. Xxxxxxxxx Scripps | ||
Name: | X. Xxxxxxxxx Scripps | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Scripps | ||
Name: | Xxxxxxx X. Scripps | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx M. Scripps | ||
Name: | Xxxxx M. Scripps | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx X. XxXxxx |
Name: | Xxxxx X. XxXxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxxxx X. Xxxxx | ||
Name: | Xxxxxxxxx X. Xxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxx X. Xxxxxxxxxx | ||
Name: | Xxxxxx X. Xxxxxxxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxx X. Scripps | ||
Name: | Xxx X. Scripps | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxx X. Scripps | ||
Name: | Xxxxxx X. Scripps | |
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FAMILY SHAREHOLDER | ||
/s/ Megan Scripps Xxxxxxxxxxx | ||
Name: | Megan Scripps Xxxxxxxxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx Xxxxx | ||
Name: | Xxxx Xxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ R. Xxxxxxx Xxxxxxxxxx | ||
Name: | R. Xxxxxxx Xxxxxxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Xxxxxxxx | ||
Name: | Xxxxxxx X. Xxxxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxxx X. Xxxxxxxx | ||
Name: | Xxxxxxxx X. Xxxxxxxx | |
Address: |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx X. Scripps | ||
Name: | Xxxx X. Scripps, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx, and as trustee of the Xxxx X. Scripps Trust FBO Xxxxx XxXxx Scripps under Agreement dated 12/28/84 and Xxxx X. Scripps Family Revocable Trust | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx Xxxxxxxx Scripps Xxxxx | ||
Name: | Xxxxxxx Xxxxxxxx Scripps Xxxxx, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx, and as trustee of the Xxxx X. Scripps Trust FBO Xxxxxxx X. Xxxxx under Agreement dated 12/28/84, Xxxxxxx X. Xxxxx 1983 Trust, Xxxxxxxx X. Xxxxx Trust under Agreement dated 5/19/2004 and Xxxxxx X. Xxxxx Irrevocable Trust under Agreement dated 11/13/2012 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx Xx Xxx | ||
Name: | Xxxx Xx Xxx, individually and as trustee of the Xxxx X. Xx Xxx Trust under Agreement dated 10/27/2011 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx X. Xx Xxx | ||
Name: | Xxxxx X. Xx Xxx, individually, as co-trustee of the Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxx X. Scripps, Xxxx X. Scripps Trust FBO Xxxx X. Scripps under Agreement dated 2/10/77, Xxxx X. Scripps Trust Exempt Trust under Agreement dated 2/10/77 and Xxxx X. Scripps Trust under Agreement dated 2/10/77 FBO Xxxxxxx Scripps Xxxxx, and as trustee of The Marital Trust of the La Dow Family Trust and The La Dow Family Trust under Agreement dated 6/29/2004 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx X. Scripps | ||
Name: | Xxxxx X. Scripps, individually and as trustee of the Xxxxx X. Scripps Trust under Agreement dated 11/13/2002 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxx X. Scripps | ||
Name: | Xxxx X. Scripps, individually and as trustee of the Xxxx Xxxxx Scripps 2013 Revocable Trust dtd December 20, 2013 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx X. Scripps Kaheny | ||
Name: | Xxxxx X. Scripps Kaheny, individually and as trustee of the Xxxxx X. Scripps Kaheny Revocable Trust dtd April 17, 2014 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxxxx X. Scripps | ||
Name: | Xxxxxxx X. Scripps, individually and as trustee of the Scripps Family 1992 Revocable Trust, dated June 9, 1992 | |
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FAMILY SHAREHOLDER | ||
/s/ Xxxxx Scripps | ||
Name: | Xxxxx Scripps, individually and as trustee of the Scripps Family 1992 Revocable Trust, dated June 9, 1992 | |
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