Comcast 2010 Annual Report Download - page 245

respect to the Trademark License Agreement, dated as of January 28, 2011, by and among NBC Universal Media, LLC, Universal City
Studios LLC, and Comcast (as amended or otherwise modified from time to time, the “ Trademark License ”): (i) consenting to
expansion of the Licensed Field (as defined in the Trademark License) pursuant to Section 2.02 of the Trademark License, or
(ii) consenting to the granting of a sublicense by Comcast outside of the Licensed Field (as defined in the Trademark License).
(b) Prior to the three and one half year anniversary of the Closing Date, the Company shall take no action (including any action by the
Board or any committee of the Board) after the date hereof with respect to the appointment of the Chief Executive Officer of the Company or
NBCU (or 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) without the prior written consent of the GE Members; provided that approval of the GE Members shall not be
required to appoint a new Chief Executive Officer if in connection therewith a majority of the Board has previously approved two candidates but
neither of such candidates has been appointed by virtue of the failure of the GE Members to approve such candidate. For so long as GE’s
Percentage Interest is at least 10% (calculated in accordance with Section 4.10(d)), the Chief Executive Officer of the Company and NBCU (and
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) shall be the same person.
(c) For the avoidance of doubt, and notwithstanding any other provision of this Agreement and any duty otherwise existing at Law or in
equity, to the fullest extent permitted by Law, in connection with the exercise of consent rights pursuant to Section 4.10(a), the GE Members
may consider their own best interests (or that of its Affiliates) when determining whether or not to consent and shall in no event be deemed to
have any duty (including any fiduciary duty) to any Members or to the Company with respect to any such consent or withholding of consent.
Except as otherwise required by Law, the Company shall not be required to hold any meeting of Members or obtain any action by written
consent of the Members in order for consents obtained directly by the Company from the GE Members to be valid for purposes of Section 4.10
(a).
(d) For the purposes of calculating GE’s Percentage Interest for the purposes of the thresholds set forth in Sections 4.10(a), 5.01(b), 5.01
(c), 5.01(j), 5.02, 5.10, 9.01(b)(iv)(x) and 10.06, newly issued primary shares of Common Stock issued in Public Offerings effected after the
Comcast Transfer Date shall be disregarded.
Section 4.11. Reimbursements . To the extent not inconsistent with or otherwise addressed by another provision of any Transaction
Agreement to which a Member is a party, the Company shall reimburse the Members for all ordinary
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