Comcast 2010 Annual Report Download - page 229

the Code or the Treasury Regulations promulgated thereunder; provided that (i) in the case of a dissolution, Tax Year means the period from the
day after the end of the most recently ended Tax Year until the dissolution of the Company and (ii) for purposes of making allocations of Profit
and Loss, Tax Year means any portion of a taxable year of the Company to the extent required to comply with Section 706 of the Code or the
Treasury Regulations promulgated thereunder. For the avoidance of doubt, Tax Year shall include any portion of a taxable year of the Company
with respect to which the allocation of Profit and Loss is determined based on a “closing of the books.”
“ Threshold ”
means, with respect to Comcast, Significant Investments in Company Principal Businesses after the date hereof by Comcast
and its Affiliates with an aggregate purchase price of $6 billion; provided that on each anniversary of the date hereof, commencing on the fourth
anniversary of the date hereof, such Threshold shall increase by 5% of the Threshold as in effect as of immediately prior to such increase.
“ Transaction Agreements ” has the meaning set forth in the Master Agreement.
“ Transfer ” means directly or indirectly (whether by merger, operation of law or otherwise) to sell, transfer, assign or otherwise dispose
of any direct or indirect economic, voting or other rights in or to a Unit, including by means of the Transfer of an interest in a Person that directly
or indirectly holds such Unit; provided that a merger of, an acquisition of Equity Securities in, or a sale of substantially all of the assets of, either
Comcast or GE (or any of their publicly-traded successors, including any successor by acquisition) with, by or to a third party will not be
deemed to be a Transfer of any Units or HoldCo Shares. “ Transferred ” and “ Transferring ” shall have correlative meanings.
“ Treasury Regulations ” means the regulations promulgated under the Code as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).
“ Unit(s) ” means equal proportionate units of limited liability company interests in the Company, each with a deemed par value of
$1.00. The Units shall represent a Member’s membership interest in the Company including, but not limited to, such Member’s share of the
Profits and Losses, its rights in its Capital Account, its right to receive distributions of Company assets, and any and all of the benefits to which
such Member may be entitled as provided in this Agreement and in the Act, together with the obligations of such Member to comply with all the
provisions of this Agreement and of the Act. The number of Units held by each Member is set forth in the Register, as amended from time to
time.
“ Weather Channel Business ” means the business conducted by BBN Holdings and its Subsidiaries.
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