Comcast 2010 Annual Report Download - page 285

Section 9.03(e), or (ii) a Rule 144 Sale, which shall be governed by Section 9.07), HoldCo shall deliver a notice (the “ ROFO Notice ”) to
Comcast indicating its, GE’s or such Affiliate’s desire to Transfer or cause to be Transferred Units and/or HoldCo Shares, the number of
securities of each type proposed to be Transferred, the cash price that GE, HoldCo or such Affiliate proposes to be paid for such securities (the “
ROFO Offer Price ”) and in reasonable detail any other material terms sought by HoldCo or its Affiliate. The giving of the ROFO Notice will
constitute an offer (the “ ROFO Offer ”) by GE, HoldCo or such Affiliate, as applicable, to Transfer or cause to be Transferred such securities
to Comcast or one of its Subsidiaries at the ROFO Offer Price for cash. At the time a ROFO Offer is made, the Chief Financial Officer of GE
shall certify to Comcast and the Company as to GE’s good faith estimate based on facts then known after due inquiry of (1) the aggregate bases
of the members of GE’s consolidated group in such members’ HoldCo Shares for U.S. federal income tax purposes as of the Relevant Time,
(2) each GE Member’s basis in its Units for U.S. federal income tax purposes as of the Relevant Time, (3) the maximum portion of HoldCo’s
and HoldCo’s Subsidiaries’ Units that could have been sold, as of the Relevant Time, at the ROFO Offer Price without causing GE and its
Subsidiaries to recognize a loss on such sale that is disallowed pursuant to Treasury Regulations Section 1.1502-36(c) (or any successor
provision) or as a result of any Change in Tax Law and (4) a description of all facts (to the extent such facts would not be required to be recorded
by the Company on a properly completed IRS Form 1065 (Schedule K-1)) occurring between the Relevant Time and the date of certification, or
reasonably expected to occur prior to the consummation of the transaction pursuant to an acceptance of the ROFO Offer, that could have an
effect on the foregoing calculations during such time, in each case setting forth in reasonable detail the basis for such computation. The Chief
Financial Officer of GE shall deliver its certificate with respect to the matters described in clauses (1), (2), (3) and (4) of the immediately
preceding sentence together with the ROFO Notice.
(b) Comcast may accept or reject the ROFO Offer in whole but not in part, in its sole discretion, by delivering a written notice of such
acceptance or rejection, as the case may be, to HoldCo within 20 calendar days after receipt of the ROFO Notice. To the extent (i) the ROFO
Offer would not give Comcast the right to acquire securities representing all, but not less than all, of the remainder of GE’
s Percentage Interest at
such time, (ii) such ROFO Offer relates to the sale of HoldCo Shares and (iii) Comcast accepts the ROFO Offer with respect to such HoldCo
Shares, Comcast may elect in its acceptance notice first to purchase, instead of such HoldCo Shares, Units representing up to the same portion of
GE’s Percentage Interest as that represented by such HoldCo Shares at a cash price equal to the pro rata portion of the ROFO Offer Price
attributable to the HoldCo Shares with respect to which Comcast makes such election; provided that such right of Comcast to purchase Units
instead of HoldCo Shares shall be limited so that, after giving effect to such purchase, the disposition by GE and its
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