0001193125-21-146844 Sample Contracts

EMPLOYEE MATTERS AGREEMENT BY AND AMONG MEREDITH CORPORATION, MEREDITH HOLDINGS CORPORATION, and GRAY TELEVISION, INC. Dated May 3, 2021
Employee Matters Agreement • May 3rd, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • Delaware

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of May 3, 2021, is by and among Meredith Holdings Corporation, an Iowa corporation (“SpinCo”), Meredith Corporation, an Iowa corporation (the “Company” or “RemainCo”), and Gray Television, Inc., a Georgia corporation (“Parent”). Each of SpinCo, the Company, and Parent is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG MEREDITH HOLDINGS CORPORATION MEREDITH CORPORATION AND, GRAY TELEVISION, INC. Dated May 3, 2021
Separation and Distribution Agreement • May 3rd, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 3, 2021 (this “Agreement”), is by and among Meredith Holdings Corporation, an Iowa corporation (“SpinCo”), Meredith Corporation, an Iowa corporation (the “Company”), and Gray Television, Inc., a Georgia corporation (“Parent”). Each of SpinCo, the Company, and Parent is sometimes referred to herein as a “party” and, collectively, as the “parties.”

TAX MATTERS AGREEMENT DATED AS OF May 3, 2021 BY AND AMONG MEREDITH HOLDINGS CORPORATION MEREDITH CORPORATION AND GRAY TELEVISION, INC.
Tax Matters Agreement • May 3rd, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of May 3, 2021 with effectiveness as of the Closing Date under the Merger Agreement (“Effective Date”), is by and among Meredith Holdings Corporation, an Iowa corporation, an Iowa corporation (“SpinCo”), Meredith Corporation, an Iowa corporation (the “Company”) and Gray Television, Inc., a Georgia corporation (“Parent”). Each of SpinCo, the Company, and Parent is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 3rd, 2021 • Meredith Corp • Periodicals: publishing or publishing & printing • Delaware

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2021, with effectiveness as of the Closing Date under the Merger Agreement (“Effective Date”), among Meredith Holdings Corporation, an Iowa corporation (“Provider”), Meredith Corporation, an Iowa corporation (“Recipient”), and Gray Television, Inc., a Georgia corporation (“Parent”). Provider, Recipient, and Parent are each referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

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