Comcast 2010 Annual Report Download - page 227

Comcast or any of its Affiliates, on the other hand, except: (A) any transaction, agreement or arrangement entered into pursuant to the Master
Agreement, (B) any transaction, agreement or arrangement expressly contemplated by the Master Agreement and (C) any renewal or extension
of any such transaction, agreement or arrangement pursuant to and in accordance with its terms.
“ Relevant Time ” means, with respect to a certification provided pursuant to Section 9.02(a), Section 9.03(b), Section 9.03(c),
Section 9.06(a) or Section 9.08(b), the end of the last day of the most recent Tax Year ended prior to the date of such certification.
“ Roll-Up Purchase Price ” means, with respect to a Roll-Up Right, (x)(A) in the case of any of the Roll-
Up Rights within the meaning of
clauses (i) through (iii) of the definition of Roll-Up Right, the Redemption Purchase Price, (B) in the case of a Roll-
Up Right within the meaning
of clause (iv) of the definition of Roll-Up Right, the allocable portion of Public Market Value and (C) in the case of a Roll-Up Right within the
meaning of clause (v) of the definition of Roll-Up Right, the ROFO Offer Price, in each case calculated with respect to all of HoldCo’s Units
(including, but without duplication, Units held indirectly through Subsidiaries of HoldCo) immediately prior to the exercise of such Roll-Up
Right.
“ Roll-Up Right ” means each of (i) the First Comcast Purchase Right, (ii) the Fourth Comcast Purchase Right, (iii) to the extent it would
give HoldCo and GE the right to sell all, but not less than all, of the remainder of GE’s Percentage Interest at such time, the Second HoldCo
Redemption Right (including, for the avoidance of doubt, the Second HoldCo Redemption Right if Comcast waives the limitations on its
purchase obligation pursuant to Section 9.02(d) and elects to purchase the remainder of GE’s Percentage Interest at such time), (iv) any Public
Offering Purchase Right that would give Comcast the right to acquire securities representing all, but not less than all, of GE’
s Percentage Interest
at such time and (v) any ROFO Offer that would give Comcast the right to acquire securities representing all, but not less than all, of the
remainder of GE’s Percentage Interest at such time.
“ Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.
“ Satellite Business ”
means the business of operating satellites and provision of satellite communication services and related businesses in
the satellite business sector, including the following GE businesses and/or investments: Sat-GE Limited, Asia Satellite Telecommunications
Holdings Limited, SatLynx Holdings S.a.r.l., Star One S.A. and Orbcomm, Inc.
“ Securities Act ” means the Securities Act of 1933, as amended.
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