Comcast 2010 Annual Report Download - page 282

good faith to cause such closing to occur on such date as determined by the foregoing sentence, including using commercially reasonable efforts
to obtain any required Governmental Approvals as promptly as practicable. At the closing of the HoldCo Redemption Right or Comcast
Purchase Right, HoldCo and its Affiliates, as applicable, shall sell, and the Company and Comcast, as applicable, shall purchase, the applicable
securities free and clear of all liens and encumbrances (other than those arising under this Agreement). In connection with such closing and
except as otherwise provided in the HoldCo Agreement, neither HoldCo or any of its Affiliates shall be required to make any representations or
warranties or provide any indemnification to Comcast and the Company other than with respect to (u) corporate existence, (v) due execution and
delivery, (w) corporate authority, (x) enforceability, (y) non-contravention of law, organizational documents and material contracts and (z) title
to the securities (free and clear of all liens and encumbrances) (the “ Specified Representations ”).
(d) Notwithstanding anything to the contrary contained herein, if in connection with the exercise of a HoldCo Redemption Right the
Company would be obligated to purchase HoldCo Shares, Comcast shall have the right to require the Company to assign its obligation to
purchase any of such HoldCo Shares to Comcast or any Affiliate of Comcast, provided that for purposes of determining the continued
entitlement of GE and its Affiliates to any rights hereunder that terminate if GE’s Percentage Interest is less than a specified threshold, GE’s
Percentage Interest shall be calculated as if the Company had redeemed such securities. In addition, at the request of Comcast in connection with
any HoldCo Redemption Right or Comcast Purchase Right in which Comcast will purchase securities representing the remainder of GE’s
Percentage Interest, the parties to this Agreement shall cooperate with respect to (i) the negotiation and execution of Company financing in an
amount sufficient to complete such transaction and (ii) the structuring of such transaction to allow the Comcast Members to receive and use
Company funds (whether or not such funds are the proceeds of such financing) to complete such transaction. In furtherance of the foregoing, GE
agrees not to exercise any veto rights pursuant to Section 4.10 with respect to actions by the Company in connection with such financing or any
dividends of Company funds.
Section 9.05. Determination of Fully Distributed Public Market Value . (a) “ Fully Distributed Public Market Value ” means the
anticipated aggregate common equity market value of the Company on the NYSE or NASDAQ following completion of an IPO and related
market stabilization activities, with such valuation to be established (i) using the Public Market Valuation Methodology of the Company’s
consolidated and unconsolidated businesses, (ii) assuming the Company is a non-controlled stand-alone entity with a single class of fully-
distributed common stock publicly traded on an active and liquid market; (iii) assuming no premium or strategic value due to third-party interest
or bid speculation; and (iv) taking into account all relevant facts and circumstances.
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