Comcast 2010 Annual Report Download - page 244

acquisition of, any Equity Securities of the Company; provided that the consent right of the GE Members pursuant to subclause (x) of this
clause (v) shall not be required (A) if the Second HoldCo Redemption Right is not exercised, from and after the expiration of the exercise
period applicable to such HoldCo Redemption Right or (B) if such HoldCo Redemption Right is exercised, from and after the closing in
respect of such HoldCo Redemption Right;
(vi) any creation, incurrence, or assumption of Debt by the Company or any of its Subsidiaries, including the Debt of any Subsidiary
acquired by the Company or any of its Subsidiaries that will be included in the consolidated Debt of the Company, in an amount such that,
after giving effect to such creation, incurrence or assumption, the ratio of the Company’s consolidated Debt to the Company’
s consolidated
EBITDA for the most recent twelve month period for which consolidated EBITDA has been determined as of the date of creation,
incurrence or assumption of such Debt would exceed 2.75;
(vii) any loans or advances by the Company or any of its Subsidiaries to or guarantees by the Company or any of its Subsidiaries for
the benefit of any Person (other than a wholly-owned Subsidiary), other than (A) any loan, advance or guarantee in the ordinary course of
business of the Company and its Subsidiaries and (B) any loan, advance or guarantee that does not exceed $150 million individually;
(viii) (x) any creation, authorization, increase in the authorized amount or issuance of any Equity Securities of the Company other
than issuances of shares of Common Stock in a Public Offering effected after the Comcast Transfer Date or (y) any issuance (other than to
the Company or a wholly owned Subsidiary of the Company) or transfer (other than to the Company or any wholly owned Subsidiary of
the Company) of any Equity Securities of NBCU or of any other Subsidiary of the Company that directly or indirectly holds substantially
all of the assets of the Company and its Subsidiaries, taken as a whole;
(ix) (x) any change in the requirement under any long-term incentive plan (the “ LTIP ”) that the performance metrics relating to the
vesting of any award granted under the LTIP to any executive employee of the Company be based on the performance of the Company and
its Subsidiaries or (y) any increase in the percentage above 50% of the value of any award granted under the LTIP to any executive
employee of the Company that may be payable in the form of stock of Comcast, or any successor thereof, rather than payable in cash; or
(x) taking any of the following actions (or permitting any of the Company’s Subsidiaries to take any of the following actions) with
39