Comcast 2010 Annual Report Download - page 293

an IPO, the parties shall promptly commence the appraisal process set forth in Section 9.05 to determine the Fully Distributed Public Market
Value of the Company (which shall permit the Redemption Purchase Price to be calculated).
(c) Comcast may exercise its Drag-Along Right by delivering a written notice of its election (a “ Drag-Along Notice ”) to HoldCo within
15 calendar days of execution of a definitive agreement relating to the Drag-Along Sale. The Drag-Along Notice shall indicate the purchase
price and the other material terms and conditions of the proposed Drag-Along Sale, including the identity of the proposed Third Party Acquirer.
(d) Concurrently with the consummation of the Drag-Along Sale pursuant to this Section 9.10, Comcast shall give notice thereof to
HoldCo, shall remit to HoldCo the total consideration (the cash portion of which is to be paid by wire transfer in accordance with GE’s wire
transfer instructions) for the securities of HoldCo and its Affiliates Transferred pursuant hereto and shall furnish such other evidence of the
completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by HoldCo. Notwithstanding the
foregoing or anything to the contrary contained in Section 9.10(a), if the conditions to a Drag-
Along Sale are satisfied but an appraisal process as
described in Section 9.10(b) is ongoing, the parties shall consummate the closing without taking into account any shortfall amount referred to in
Section 9.10(b) in calculating the amount of the total consideration to be remitted to HoldCo. Upon conclusion of an appraisal process pursuant
to Section 9.10(b), Comcast shall promptly pay to HoldCo any shortfall amount plus interest on such amount from and including the date of such
closing to but excluding the date of payment at a rate per annum equal to the “Prime Rate” as published in The Wall Street Journal , Eastern
Edition, in effect from time to timing during the period from such closing to the date of payment.
(e) Notwithstanding anything contained in this Section 9.10, there shall be no liability on the part of Comcast to HoldCo or any other
Person if the Drag-Along Sale pursuant to this Section 9.10 is not consummated for whatever reason. Whether to effect a Drag-Along Sale
pursuant to this Section 9.10 is in the sole and absolute discretion of Comcast.
(f) If Comcast elects to exercise its Drag-Along Right, under no circumstances shall HoldCo or its Affiliates be required to make any
representations or warranties or provide any indemnification to the Third Party Acquirer in connection with such Transfer except for, or in
respect of, the Specified Representations or as otherwise provided in the HoldCo Agreement.
Section 9.11. Additional Members . (a) In connection with a Transfer of Units or HoldCo Shares other than in connection with a Transfer
pursuant to a Public Offering or pursuant to a Rule 144 Sale, each such Person who receives Units or HoldCo Shares in accordance with, and as
permitted by, the terms of this
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