Change In Control

Change In Control. The occurrence of any of the following: (i) any bona fide sale, conveyance or disposition of all or substantially all of the Company's assets (including, without limitation, a grant of an exclusive license or exclusive licenses to all or substantially all of the Company's intellectual property); (ii) the acquisition of the Company by means of consolidation, merger or other form of corporate reorganization by a single or related series of transactions in which the outstanding shares of the... Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a reincorporation transaction); unless the Company's stockholders of record as constituted immediately prior to such sale, conveyance, disposition or acquisition will hold more than fifty percent (50%) of the voting power of the surviving entity immediately following such sale, conveyance, disposition or acquisition; or (iii) any person or group of persons becomes the beneficial owner of more than fifty percent (50%) of the voting power of the Company for the election of directors. View More

Change In Control. For purposes of this Agreement, a "Change in Control" shall have the same meaning ascribed to such term under the Company's 2020 Omnibus Equity Compensation Plan, as in effect on the date hereof and as may be amended from time to time, or such successor plan.

Change In Control. Shall have the meaning set forth in the Company's 2019 Incentive Award Plan, as amended from time to time. Notwithstanding the foregoing, if and to the extent that a Change in Control is the payment trigger for amounts of deferred compensation under this Agreement, then the Change in Control must also constitute a "change in control event," as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A. The Company shall have full and final authority, which... shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority is in conjunction with a determination of whether a Change in Control is a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation. View More

Change In Control. The meaning set forth in the Company's 2020 Equity Incentive Plan.

Change In Control. (i) any Person becomes a "Beneficial Owner" of a majority of the outstanding Common Voting Shares, $.01 par value, of the Company (or shares of capital stock of the Company with comparable or unlimited voting rights), excluding, however, The Edward W. Scripps Trust (the "Trust") and the trustees thereof, and any person that is or becomes a party to the Scripps Family Agreement, dated October 15, 1992, as amended currently and as it may be amended from time to time in the future (the "Family... Agreement"); (ii) the majority of the Board of Directors of the Company (the "Board") consists of individuals other than Incumbent Directors; or (iii) assets of the Company accounting for 90% or more of the Company's revenues (hereinafter referred to as "substantially all of the Company's assets") are disposed of pursuant to a merger, consolidation, sale, or plan of liquidation and dissolution (unless the Trust or the parties to the Family Agreement have Beneficial Ownership of, directly or indirectly, a controlling interest (defined as owning a majority of the voting power) in the entity surviving such merger or consolidation or acquiring such assets upon such sale or in connection with such plan of liquidation and dissolution) View More

Change In Control. A 'Change in Control' shall be deemed to have occurred if, prior to the Termination Date (as defined below): (i) Any election has occurred of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board on January 1, 2007 and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board... on January 1, 2007; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as 'Incumbent Directors'); or (ii) The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or (iii) A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors. As used herein, 'Company Voting Securities' means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board. View More

Change In Control. Means (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company's stockholders of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or series of... related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder); or (b) a sale of all or substantially all of the assets of the Company. View More

Change In Control. Will be deemed to take place on the occurrence of any of the following events: (i) any merger or consolidation of the Employer (which includes the company and/or its Affiliates or Associates, as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934 or any successor provision), in which the Employer is not the surviving organization, a majority of the capital stock of which is not owned by the stockholders of the Employer immediately prior to such merger or... consolidation; (ii) a transfer of all or substantially all of the assets of the Employer; (iii) any other corporate reorganization in which there is a change in ownership of the outstanding shares of the Employer wherein 30% or more of the outstanding shares of the Employer are transferred to any Person (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 or any successor provisions); (iv) the acquisition by or transfer to a Person (including all Affiliates or Associates of such Person) of beneficial ownership (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934 or any successor provision) of capital stock of the Employer if after such acquisition or transfer such Person (and their Affiliates or Associates) is entitled to exercise 30% or more of the outstanding voting power of all capital stock of the Employer entitled to vote in elections of directors; or (v) the election to the board of directors of the Employer of candidates who were not recommended for election by the board of directors of the Employer in office immediately prior to the election, if such candidates constitute a majority of those elected in that particular election. View More

Change In Control. An event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection)

Change In Control. Shall mean a change in ownership or control of the Employer as defined in Treasury Regulation 1.409A-3(i)(5) or any subsequently applicable Treasury Regulation.