Comcast 2010 Annual Report Download - page 290

Section 9.08(b) shall be delivered as promptly as practicable after determination of the relevant Roll-Up Purchase Price.
(c) If HoldCo exercises the Second HoldCo Redemption Right but the consummation thereof does not require the Company and/or
Comcast (and Comcast does not elect) to acquire all of GE’s Percentage Interest at such time, then GE and Comcast will cooperate in good faith
to implement a mutually agreeable alternative transaction to a Second HoldCo Redemption Right that would give HoldCo and GE the right to
sell all, but not less than all, of the remainder of GE’s Percentage Interest at such time, which alternative transaction shall replicate, to the
greatest extent possible, the economic arrangements and related tax consequences contemplated by this Agreement and the Tax Matters
Agreement giving effect to Units and/or HoldCo Shares being retained by GE and/or its Affiliates. For the avoidance of doubt, if GE and
Comcast are unable to agree on such alternative transaction, then the Back-
End Transaction shall not be effected and the consideration to be paid
in connection with the Second HoldCo Redemption Right shall be the Redemption Purchase Price as determined in accordance with Section 9.02
(b).
Section 9.09. HoldCo Tag-Along Right . (a) Prior to entering into a definitive agreement providing for the proposed Transfer (by merger,
consolidation, sale or otherwise) of all (but not less than all) of the Units owned by the Comcast Members to a Third Party Acquirer (a “ Tag-
Along Sale ”), Comcast shall deliver a notice (a “ Tag-Along Notice ”) to HoldCo indicating the proposed purchase price and in reasonable
detail the other material terms and conditions of the proposed Transfer, including the identity of the proposed Third Party Acquirer, and in the
case of a proposed Transfer in which the consideration payable consists in part or in whole of consideration other than cash, such information
relating to such consideration as HoldCo may reasonably request as being necessary to evaluate such non-cash consideration.
(b) Subject to Section 9.09(c), HoldCo may, in its sole discretion, elect to sell or cause to be sold in the proposed Transfer securities
representing all (but not less than all) of GE’s Percentage Interest on the terms and conditions specified in the Tag-Along Notice; provided
that if
at such time GE has sold any HoldCo Shares to the Company or Comcast pursuant to a HoldCo Redemption Right or Comcast Purchase Right,
GE may only sell or cause to be sold HoldCo Shares in such transaction (the “ Tag-Along Right ”).
(c) HoldCo may exercise its Tag-Along Right by delivering an irrevocable written notice of its election to do so (the “ Tag-Along
Acceptance Notice ”) to Comcast within 20 calendar days after the delivery of the Tag-Along Notice. Upon the consummation of any Transfer
pursuant to this Section 9.09, each of the sellers participating therein will receive the same form and amount of consideration for its securities
and shall be subject to the same terms and conditions of Transfer (except as otherwise provided in the HoldCo Agreement);
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