Comcast 2010 Annual Report Download - page 271

that such Subsidiary remains a direct or indirect wholly-owned Subsidiary of GE and agrees to be bound by the provisions of this Agreement
applicable to GE). After the three and one half year anniversary of the Closing Date, subject to the terms and conditions of this Agreement
(including Sections 9.01(c), 9.01(d), 9.06 and 9.07), GE may directly Transfer or permit direct Transfers of Units and HoldCo Shares to any
Person but, for the avoidance of doubt, may not permit indirect Transfers of HoldCo Shares or Units (other than an indirect Transfer of Units
resulting from a direct Transfer of HoldCo Shares). Notwithstanding anything to the contrary herein, (i) GE shall not Transfer or permit
Transfers of HoldCo Shares to any of GE’s Affiliates if such Transfer would reasonably be expected to result in HoldCo no longer being a
member of the GE consolidated group for U.S. federal income tax purposes for any taxable year, and (ii) any GE Member shall not Transfer
Units to an Affiliate unless such Affiliate is, directly or indirectly, a wholly-owned Subsidiary of HoldCo that is a member of the GE
consolidated group for U.S. federal income tax purposes; provided that no GE Member shall transfer Units for U.S. federal, state, local or
foreign tax purposes to an Affiliate of such GE Member prior to the first anniversary of the Closing Date.
(b) No Comcast Member may Transfer any Units owned by it other than (i) to Comcast or to any direct or indirect wholly-owned
Subsidiary of Comcast; provided that such Subsidiary remains a direct or indirect wholly-owned subsidiary of Comcast and agrees to be bound
by the provisions of this Agreement applicable to the Comcast Members; provided further that no Comcast Member shall transfer Units for U.S.
federal, state, local or foreign tax purposes to an Affiliate of such Comcast Member prior to the first anniversary of the Closing Date, (ii) at any
time after the Comcast Transfer Date, subject to Section 9.09, in a Transfer of all (but not less than all) of the Units held by the Comcast
Members to an unaffiliated Person or group of Persons (“ Third Party Acquirer ”), (iii) at any time after the Comcast Transfer Date; provided
that no such Transfer pursuant to this clause (b)(iii) shall be permitted if, as a result of such Transfer, the Comcast Members’ aggregate
Percentage Interests would not be greater than the aggregate Percentage Interests of each other Member and its Affiliates or the Comcast
Members’ would not be entitled to designate a majority of the Directors or (iv)(x) at any time that GE’s Percentage Interest is less than 20% or
(y) if as a result of a change in Law or a change in the interpretation, enforcement or administration of a Law, in each case after the date hereof,
Comcast’s and its Affiliates’ continued investment in the Company would be prohibited by Law or would reasonably be expected to result in a
material adverse effect on Comcast and its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, pursuant to a
spin-off to its shareholders by Comcast of an entity that holds all of the Units then owned by Comcast and its Affiliates. In the event of a spin-
off
as contemplated by Section 9.01(b)(iv), notwithstanding any provision of this Agreement to the contrary, (i) the spun-off entity (“ SpinCo ”)
shall immediately prior to such spin-off be assigned all of
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