Comcast 2010 Annual Report Download - page 240

ARTICLE 4
C
ERTAIN R IGHTS AND O BLIGATIONS OF M EMBERS
Section 4.01. Members . The Members of the Company and the HoldCo Shareholders, and their respective numbers of Units, Membership
Percentages, Percentage Interests, initial Capital Account balances, share of Profits and Losses, each as applicable, and addresses and other
contact information for purposes of Section 13.12, are listed on Schedule 4.01 attached hereto (the “ Register ”). The Company shall amend the
Register from time to time promptly following any changes in any of such information in accordance with the terms of this Agreement. No
Person may be a Member without the ownership of a Unit. The Members shall have only such rights and powers as are granted to them pursuant
to the express terms of this Agreement and the Act.
Section 4.02. No Action on Behalf of the Company; No Dissent Rights
. No Member (in its capacity as such) shall, without the prior written
approval of the Board, have any authority to take any action on behalf of or in the name of the Company, or to enter into any commitment or
obligation binding upon the Company, except for actions expressly authorized by the terms of this Agreement. No Member (in its capacity as
such) shall be entitled to any rights to dissent or seek appraisal with respect to any transaction, including the merger or consolidation of the
Company with any Person (but, for the avoidance of doubt, the GE Members shall have consent rights to the extent set forth in Section 4.10(a)).
Section 4.03. No Right to Withdraw . Except in connection with the Transfer of Units in accordance with the terms of this Agreement such
that the Transferring Member no longer holds any Units, no Member shall have any right to voluntarily resign or otherwise withdraw from the
Company without the prior written consent of the Company and each of Comcast and HoldCo. A resigning Member shall only be entitled to
receive amounts approved by the Board on the terms and conditions set forth by such Board. A resigning Member shall not be entitled to a
distribution of the fair value of its Units under Section 18-604 of the Act.
Section 4.04. Member Meetings . A meeting of the Members for any purpose or purposes may be called at any time by the Board. At a
meeting, no business shall be transacted and no action shall be taken other than that stated in the notice of the meeting unless all Comcast
Members and all GE Members are present at such meeting and agree that other business not stated in the notice of the meeting can be transacted.
Section 4.05. Notice of Meetings . Written notice stating the place, day and hour of every meeting of the Members and the purpose or
purposes for which the meeting is called shall be mailed not less than five nor more than 15 Business Days before the date of the meeting (or if
sent by facsimile, not less than five
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