Comcast 2010 Annual Report Download - page 238

proposed issuance date. The Issuance Notice shall specify the price at which such Company Securities are to be issued and the other material
terms of the issuance (including the terms of the Company Securities proposed to be issued). Subject to Sections 3.07(f) and 4.10(a)(viii), each
of Comcast and HoldCo shall be entitled to purchase (or to cause its Subsidiaries to purchase or, in the case of HoldCo, to assign to GE or its
Subsidiaries the right to purchase) up to its respective Percentage Interest (or, in the case of HoldCo, GE’s Percentage Interest) of the Company
Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice; provided that if any HoldCo Shares have
previously been sold to the Company in accordance with the terms of this Agreement, neither HoldCo nor any of its Subsidiaries shall purchase
any such Company Securities.
(b) Subject to Section 3.07(a), if Comcast or HoldCo desires to purchase or to have any of its Affiliates purchase any or all of its
Percentage Interest (or, in the case of HoldCo, GE’s Percentage Interest) of the Company Securities specified in the Issuance Notice, it shall
deliver a written notice to the Company (each a “ Preemptive Rights Exercise Notice ”) of its election to purchase such Company Securities
within ten Business Days of receipt of the Issuance Notice. The Preemptive Rights Exercise Notice shall specify the number (or amount) of
Company Securities to be purchased by such party or its Affiliates and shall constitute exercise by such party of its rights under this Section 3.07
and a binding agreement of such party or such party’s applicable Affiliates to purchase, at the price and on the terms specified in the Issuance
Notice, the number of shares (or amount) of Company Securities specified in the Preemptive Rights Exercise Notice with such purchase to be
consummated as promptly as reasonably practicable. If, at the termination of such ten Business-Day period, Comcast or HoldCo shall not have
delivered a Preemptive Rights Exercise Notice to the Company, such party shall be deemed to have waived all of its rights under this
Section 3.07 with respect to the purchase of such Company Securities. Promptly following the termination of such ten Business Day period, the
Company shall deliver to each of Comcast and HoldCo a copy of any Preemptive Rights Exercise Notice it has received from the other party.
(c) If Comcast or HoldCo fails to exercise its preemptive rights under this Section 3.07 or elects to exercise such rights with respect to less
than its Percentage Interest (or, in the case of HoldCo, GE’
s Percentage Interest) of the issuance and the other party has exercised its rights under
this Section 3.07 with respect to its entire Percentage Interest, the other party shall be entitled to purchase from the Company any or all of the
remaining portion of the issuance.
(d) Subject to Section 4.10(a)(viii), the Company shall have 90 days from the date of the Issuance Notice to consummate the proposed
issuance of any or all of such Company Securities that Comcast or HoldCo have not elected to purchase at a price equal to or greater than the
price specified in the Issuance Notice and otherwise upon terms that are not less favorable to the Company than those specified in the Issuance
Notice;
provided that, if such issuance is subject to
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