Comcast 2010 Annual Report Download - page 239

regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received,
but in no event later than 180 days from the date of the Issuance Notice. If the Company proposes to issue any such Company Securities after
such 90-day (or longer, as permitted by the preceding sentence) period, it shall again comply with the procedures set forth in this Section 3.07.
(e) At the consummation of the issuance of such Company Securities, subject to Section 2.10, the Company shall, if necessary or desirable,
issue certificates or other appropriate instruments representing the Company Securities to be purchased by each party exercising preemptive
rights pursuant to this Section 3.07 registered in the name of such party, against payment by such party of the purchase price for such Company
Securities in accordance with the terms and conditions as specified in the Issuance Notice.
(f) Notwithstanding the foregoing, neither Comcast nor HoldCo shall be entitled to purchase Company Securities as contemplated by this
Section 3.07 in connection with issuances of Company Securities (i) to employees of the Company or any of its Subsidiaries pursuant to
employee benefit plans or arrangements approved by the Board (including upon the exercise of employee stock options granted pursuant to any
such plans or arrangements), (ii) in connection with any bona fide, arm’s length restructuring or refinancing of outstanding debt of the Company
or any of its Subsidiaries, (iii) as consideration in a bona fide, arm’s-length direct or indirect merger, acquisition or similar transaction,
(iv) pursuant to an IPO or (v) that are Equity Securities as described in the second proviso of Section 3.03(b). The Company shall not be
obligated to consummate any proposed issuance of Company Securities, nor be liable to any Member if the Company has not consummated any
proposed issuance of Company Securities, pursuant to this Section 3.07 for whatever reason, regardless of whether it shall have delivered an
Issuance Notice or received any Preemptive Rights Exercise Notices in respect of such proposed issuance.
(g) If GE or any of its Affiliates (other than HoldCo or any of its Subsidiaries) acquires Units pursuant to the exercise of HoldCo’s
preemptive rights under this Section 3.07, notwithstanding any provision set forth in this Agreement that GE only sell or cause to be sold
HoldCo Shares (as opposed to Units) in connection with a particular transaction, GE will be permitted and, if such provision requires GE to sell
or cause to be sold securities representing the remainder of its Percentage Interest, required to sell such Units in connection with such
transaction.
(h) This Section 3.07 shall terminate upon an IPO.
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