Comcast 2010 Annual Report Download - page 287

(d) If Comcast fails to accept the ROFO Offer within the 20 calendar day period referred to in Section 9.06(b) or if Comcast timely accepts
the ROFO Offer and the proposed transaction contemplated by such acceptance is not consummated as a result of a failure to receive all required
Governmental Approvals within the 120 calendar day period referred to in Section 9.06(c), then GE, HoldCo or the applicable seller may
Transfer or cause to be Transferred all (but not less than all) of the securities set forth in the ROFO Notice which Comcast has not elected to
purchase or which Comcast is not able to purchase as a result of a failure to receive all required Governmental Approvals to an unaffiliated third
party acquirer at a price no less than 96% of the price proposed in the ROFO Notice and on other terms and conditions that are no more
favorable, other than in an immaterial respect, to the unaffiliated third party acquirer than the terms and conditions specified in the ROFO
Notice, at any time during the period ending 120 calendar days after the delivery date of the ROFO Notice;
provided that such period will be
extended until the expiration of three Business Days following the date on which all Governmental Approvals required with respect to such
proposed Transfer have been obtained and any applicable waiting periods under applicable Law have expired or been terminated, but in no event
will such period be extended for more than an additional 120 calendar days. If, however, GE, HoldCo or the applicable seller fails to complete or
cause to be completed the proposed Transfer to an unaffiliated third party acquirer within such time periods, then any proposed Transfer
pursuant to this Section 9.06 shall again become subject to Comcast’s right of first offer pursuant to this Section 9.06.
Section 9.07. Comcast Right With Respect to Rule 144 Sales
. (a) Prior to GE, HoldCo or any of their respective Affiliates Transferring any
shares of Common Stock in a sale pursuant to Rule 144 under the Securities Act (a “ Rule 144 Sale ”), HoldCo shall deliver a notice (a “ Rule
144 Sale Notice ”) to Comcast indicating its, GE’s or such Affiliate’s desire to Transfer or cause to be Transferred shares of Common Stock
pursuant to such Rule 144 Sale and the number of shares of Common Stock proposed to be Transferred pursuant to such Rule 144 Sale. The
giving of the Rule 144 Sale Notice will constitute an offer (the “ Rule 144 Offer ”) by GE, HoldCo or such Affiliate, as applicable, to Transfer
or cause to be Transferred such shares of Common Stock to Comcast or one of its Subsidiaries at the Rule 144 Offer Price for cash. The “ Rule
144 Offer Price ” shall be the average of the daily volume weighted average per share trading prices of the shares of Common Stock on the
primary exchange or market on which such shares trade for the 20 trading days ending on the trading day immediately preceding the delivery of
the applicable Rule 144 Sale Notice.
(b) Comcast may accept or reject the Rule 144 Offer in whole but not in part, in its sole discretion, by delivering an written notice of such
acceptance or rejection, as the case may be, to HoldCo within 3 Business Days after receipt of the Rule 144 Sale Notice.
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