Comcast 2010 Annual Report Download - page 284

companies. The principal comparable companies will include those companies in the cable and broadcasting entertainment industry that are most
similar in growth rate and size (in terms of revenue, EBITDA and market capitalization) to the Company. On a secondary basis, the Appraiser
may consider additional comparable companies, but only with adjustment of the trading multiples for material differences in business profiles
( e.g. , growth rate, business mix, etc.) as compared to the Company. No consideration for private market value may be considered directly or
indirectly. For example, if a stock price of a comparable company reflects acquisition bid speculation either (i) the company must be excluded
from the group of comparable companies or (ii) the stock price must be adjusted to exclude the impact from the acquisition bid speculation. The
Company’s management will prepare a financial forecast for the current and next fiscal year. In the event that this financial forecast period is
less than eighteen months as of the date provided, the Company’s management will prepare a financial forecast for an additional fiscal year. The
financial forecasts will be prepared on a basis consistent with financial guidance that would be provided to public shareholders. The Company’s
management financial forecast, adjusted as appropriate based on the reasonable judgment of the Appraiser, will be the sole financial forecast to
be used in the determination of Fully Distributed Fair Market Value. For the avoidance of doubt, Public Market Valuation Methodology will not
include: (a) “comparable acquisitions analysis” or any “private market” assessment of the Company ( i.e. , will be made without regard to any
premiums in respect of an acquisition of a controlling interest or any discounts in respect of the acquisition of a minority interest), such as the
value of such shares in an acquisition or other business combination transaction, or the price at which Units or Common Stock may have been
acquired or sold previously or any previous proposals or expressions of interest to acquire the Company or its common Equity Securities; (b) a
discounted cash flow analysis, sum-of-the-parts-analysis or any other valuation methodology not explicitly permitted herein; (c) the use of any
estimates of the value of the Company published by the sell side research community or any other source; (d) any valuation derived from a
financial plan which contemplates strategic scenarios not anticipated in the Company’s financial plan including the sale of businesses or assets,
acquisitions, joint ventures or any other type of strategic initiatives; or (e) the benefit of any tax attributes and the detriment of any tax liabilities
of the Company the sharing of which is governed by Section 9 of the Tax Matters Agreement (for the avoidance of doubt, such tax attributes
shall include tax basis attributable to the proceeds of a sale of a Contributed Asset (as defined in the Master Agreement) that gives rise to a
Section 704(c) Tax Amount (as defined in the Tax Matters Agreement)).
Section 9.06. Comcast Right of First Offer . (a) Prior to GE, HoldCo or any of their respective Affiliates entering into any agreement
providing for a proposed Transfer by GE, HoldCo or such Affiliate of any of its Units or HoldCo Shares to an unaffiliated third party acquirer
(other than in the case of a Transfer pursuant to (i) a Public Offering, which shall be governed by the provisions of
79