Comcast 2010 Annual Report Download - page 249

respect to any of the following matters without the affirmative approval of a majority of the Whole Board:
(i) any creation, incurrence, or assumption of Debt by the Company or any of its Subsidiaries in an amount in excess of $250 million,
including the Debt of any Subsidiary acquired by the Company or any of its Subsidiaries, in each case that will be included in the
consolidated Debt of the Company;
(ii) any removal of any of the Company’s Chief Executive Officer or employees directly reporting thereto (including, for the
avoidance of doubt, the Chief Financial Officer of the Company);
(iii) any acquisition (whether by merger, consolidation or otherwise) of Equity Securities or other investment in any third party
business (including through a purchase of assets) or any disposition of Equity Securities or other assets by the Company or any of its
Subsidiaries (in a single transaction or a series of related transactions) with a purchase price in excess of 20% of the aggregate dollar value
of the assets reflected on the Company’s most recent year-end consolidated balance sheet at the time the Company agrees in writing to
such transaction (it being understood that, to the extent that as a result of any acquisition or other third party investment the consolidated
Debt of the Company increased or will increase, the purchase price for such acquisition or other third party investment shall be deemed to
have included or include a pro rata portion (corresponding to the percentage of the business or entity acquired pursuant to such acquisition
or other third party investment) of the value of such incremental Debt);
(iv) any loan or advance by the Company or any of its Subsidiaries to, or guarantee by the Company or any of its Subsidiaries for the
benefit of, any Person (other than a wholly-owned Subsidiary), other than (i) any loan, advance or guarantee in the ordinary course of
business of the Company and its Subsidiaries and (ii) any other loan, advance or guarantee that does not exceed $50 million;
(v) any prepayment of any loan, factoring or assignment of any debt or creation or redemption of any mortgage, charge, debenture or
other security by the Company or any of its Subsidiaries in an amount in excess of $250 million;
(vi) any material restructuring of employees of the Company and its Subsidiaries, taken as a whole;
(vii) any entering into, or any material amendment or modification of, any agreement of the Company or any of its Subsidiaries
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