Related to Spinco Merger Agreement

Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
First Merger has the meaning set forth in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Merger Effective Time has the meaning set forth in Section 2.2.
Share Exchange Agreement has the meaning specified in the Recitals.
Plan of Merger has the meaning given to such term in Section 2.2.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.
Effective Time has the meaning set forth in Section 2.2.
Transaction Agreement has the meaning set forth in the recitals.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Transactions means, collectively, the transactions contemplated by this Agreement, including the Merger, but excluding, in any event, the Equity Financing.
Merger Sub 2 has the meaning set forth in the Preamble.
Company Merger has the meaning specified in the Recitals hereto.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Merger Sub 1 has the meaning set forth in the Preamble.
Reorganization Transactions shall have the meaning set forth in the Recitals.
Merger Closing means the “Closing” as defined in the Merger Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Agreement has the meaning set forth in the recitals.
Parent Agreement has the meaning given to it in Clause 12;
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Merger Sub II has the meaning set forth in the Preamble.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

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