Comcast 2010 Annual Report Download - page 288

(c) If Comcast accepts such Rule 144 Offer within such 3 Business Day period, Comcast shall consummate the purchase and sale of the
shares of Common Stock pursuant to the Rule 144 Offer at the Rule 144 Offer Price within 20 calendar days of the date of Comcast’
s acceptance
of the Rule 144 Offer; provided that, if any Governmental Approvals are required in connection with such transaction, such 20 calendar day
period shall be extended until the expiration of three Business Days following the date on which all Governmental Approvals required with
respect to such proposed transaction are 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 (it being understood that, if any such required
Governmental Approvals are not obtained within such 120 calendar day period, Comcast and the proposed seller shall not be obligated to
proceed with the proposed transaction and the proposed seller may include the shares of Common Stock which were to have been sold to
Comcast in one or more Rule 144 Sales effected in accordance with Section 9.07(d)). The applicable parties shall use their respective
commercially reasonable efforts to obtain any such required Governmental Approvals. At the closing of the Transfer, Comcast or the applicable
Comcast Subsidiary shall purchase the applicable securities free and clear of all liens and encumbrances (other than those arising under this
Agreement or the HoldCo Agreement). In connection with such closing and except as otherwise provided in the HoldCo Agreement, neither GE
nor HoldCo or any of their respective Affiliates shall be required to make any representations or warranties or provide any indemnification to
Comcast or the applicable Comcast Subsidiary except for or in respect of the Specified Representations.
(d) If Comcast fails to accept the Rule 144 Offer within the 3 Business Day period referred to in Section 9.07(b) or if Comcast timely
accepts the Rule 144 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 9.07(c), then GE, HoldCo or the applicable seller
thereafter may Transfer or cause to be Transferred in one or more Rule 144 Sales the securities set forth in the Rule 144 Sale Notice which
Comcast has not elected to purchase at any time during the period ending 10 trading days (on the primary exchange or market on which shares of
Common Stock trade) after the expiration of the 3 Business Day period referred to in Section 9.07(b). If, however, GE, HoldCo or the applicable
seller fails to complete or cause to be completed the proposed Transfer in one or more Rule 144 Sales within such time periods, then any
proposed Transfer pursuant to this Section 9.07 shall again become subject to Comcast’s right of first offer pursuant to this Section 9.07.
Section 9.08. Back-End Transaction . (a) Notwithstanding anything to the contrary in this Agreement, if, at the time a Roll-Up Right is
exercised by giving notice in accordance with the applicable provisions of this Agreement, the
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