Comcast 2010 Annual Report Download - page 251

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) then under active negotiation, then pending or completed in the most recent fiscal quarter;
(ii) any entry into, or any material amendment or modification of, any agreement of the Company or any of its Subsidiaries providing
for payments by or to the Company or such Subsidiary in excess of $50 million per annum or $250 million in the aggregate over the term
of such agreement (or, in the case of any material amendment or modification, over the remaining term of such agreement); provided that
this clause (ii) shall not apply to any agreement (or amendment or modification thereto) the subject matter of which is covered by
Section 5.02(b)(i); or
(iii) a report on the status of any material inquiry or investigation of the Company or any of its Subsidiaries by a Governmental
Authority.
Section 5.03. Removal and Resignation . (a) Each Member or group of Members shall at all times have the exclusive right to remove, with
or without cause, any Director designated by such Member or group of Members, upon the giving of written notice to such Director and the
Board. Directors who were not designated by the Comcast Members or the GE Members pursuant to Section 5.01(b) or (c) may be removed at
any time by the affirmative vote of Members holding a majority of the then outstanding Units present in person or represented by proxy at a duly
called meeting and entitled to vote thereat.
(b) Any Director may resign by written notice to the Board. Unless otherwise specified therein, a Director’s resignation shall take effect
upon delivery. Vacancies created on the Board resulting from the resignation (other than pursuant to Section 5.03(c)), removal, death, retirement
or disability of a Director shall be filled by the Member or group of Members that designated such Director with such appointment to become
effective immediately upon delivery of written notice of such appointment to the other Members and the Chief Executive Officer of the
Company, or in the case of Directors who were not designated by the Comcast Members or the GE Members pursuant to Section 5.01(b) or (c),
by the affirmative vote of a majority of the Directors then in office (even if less than a quorum).
(c) In the event that any Director would not continue to be entitled to be designated by the Member or group of Members, as applicable,
that designated such Director pursuant to Section 5.01(b) or Section 5.01(c), then such Director shall be deemed to have immediately resigned.
Any vacancy created by such deemed resignation shall be filled by the affirmative vote of a majority of the Directors then in office (even if less
than a quorum).
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