Comcast 2010 Annual Report Download - page 281

matters described in clause (3) of the immediately preceding sentence as promptly as practicable after determination of the Public Market Value.
Section 9.04. Redemption/Purchase Transactions . (a) If HoldCo exercises its rights pursuant to a HoldCo Redemption Right or Comcast
exercises its rights pursuant to a Comcast Purchase Right, the party exercising such rights shall give the other party notice in writing stating such
election (an “ Exercise Notice ”). Once delivered, an Exercise Notice shall be irrevocable except as otherwise mutually agreed by HoldCo and
Comcast. Upon delivery of an Exercise Notice, each of HoldCo and Comcast shall promptly designate a representative (a “ Purchase
Representative ”) who shall be an individual responsible for overseeing the exercise of the HoldCo Redemption Right or Comcast Purchase
Right, to whom all communications on such matter will be directed, and who shall have authority to act on behalf of the party that appointed
such individual. In the case of a HoldCo Redemption Right, the Purchase Representative designated by Comcast shall have the authority to act
on behalf of the Company as well as Comcast. Each party may replace its Purchase Representative at any time upon written notice to the other
party’s Purchase Representative. The Purchase Representatives shall meet as soon as reasonably practicable, but in any event not later than five
Business Days, following delivery of the Exercise Notice.
(b) HoldCo and Comcast, through their Purchase Representatives, will promptly cause the Fully Distributed Public Market Value
determination procedures set forth in Section 9.05 to be commenced (except in the case of a Public Offering Purchase Right exercised after an
IPO or in the case of the First Comcast Purchase Right and the Third Comcast Purchase Right), shall identify and promptly commence the steps
necessary for obtaining all Governmental Approvals necessary to consummate the HoldCo Redemption Right or Comcast Purchase Right, as
applicable, and shall prepare all required documentation.
(c) The closing of any HoldCo Redemption Right or Comcast Purchase Right shall take place on a date to be specified by HoldCo and
Comcast which shall occur no later than (i) the tenth Business Day following the later to occur of receipt of all required Governmental Approvals
and the final determination of Fully Distributed Public Market Value in accordance with Section 9.05, if applicable, or (ii) such other date as
may be mutually agreed in writing by HoldCo and Comcast; provided that (A) if the First HoldCo Redemption Right and First Comcast
Purchase Right are both exercised, the closing in respect of such transactions shall occur simultaneously on the same date, (B) if the Second
HoldCo Redemption Right and the Third Comcast Purchase Right are both exercised, the closing in respect of such transactions shall occur
simultaneously on the same date and (C) if in connection with the closing of any HoldCo Redemption Right or Comcast Purchase Right, GE is
selling or causing to be sold both Units and HoldCo Shares, the sale of Units shall occur prior to the sale of HoldCo Shares on the closing date.
The parties shall act in
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