Comcast 2010 Annual Report Download - page 302

or by Section 10.06, neither Comcast nor GE nor any of their respective Subsidiaries will engage in any Company Principal Business. This
Section 10.03 shall cease to be applicable to any Person at such time as such Person is no longer a Subsidiary of Comcast or GE, as the case may
be, and shall not apply to any Person that purchases assets, operations or a business from Comcast or GE, or one of their respective Subsidiaries,
if such Person is not a Subsidiary of Comcast or GE, as the case may be, after such transaction is consummated. This Section 10.03 does not
apply to any Subsidiary of GE or Comcast in which a Person who is not an Affiliate of GE or Comcast, as the case may be, holds equity interests
and with respect to which GE or Comcast or another of their respective Subsidiaries, as applicable, has contractual or legal obligations (including
fiduciary duties of representatives on the board of directors or similar body of such Subsidiary) existing as of the date hereof that limit GE’s or
Comcast’s ability to impose on the subject Subsidiary a non-competition obligation such as that in this Section 10.03.
(b) Notwithstanding the provisions of Section 10.03(a), and without implicitly agreeing that the following activities would be subject to the
provisions of Section 10.03(a), nothing in this Agreement shall preclude, prohibit or restrict: (i) GE, or any of its Subsidiaries, from engaging in
any manner in any (A) Financial Services Business, (B) Existing Business Activities, (C) GE De Minimis Business or (D) Satellite Business; or
(ii) Comcast or any of its Subsidiaries, from engaging in any manner in any (A) Comcast Permitted Business or (B) Comcast De Minimis
Business.
(c) Notwithstanding the provisions of Section 10.03(a), GE or any of its Affiliates may make a Mixed Competing Business Acquisition;
provided
that if such acquisition would otherwise be prohibited by this Section 10.03, promptly following such acquisition, GE, or its Affiliate,
as applicable, shall offer the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of the Company, the
Company Principal Business acquired, or invested in, by GE or its Affiliate in such Mixed Competing Business Acquisition. The writing
pursuant to which such offer is made shall include a summary of the material terms of the offer, including the price of such offer. Such terms
shall include (x) a price that reflects GE’s reasonable good faith determination of the portion of the aggregate purchase price paid by GE or its
Affiliate in the Mixed Competing Business Acquisition that was attributable to the Company Principal Business included in such Mixed
Competing Business Acquisition and (y) other commercially reasonable arms’ length terms. In the event that the Company disputes GE’s
determination of price or the commercial reasonableness and arm’s length nature of the other terms included in such offer, the Company shall
provide written notice to GE and the dispute shall be resolved by a mutually agreed upon appraiser (who shall be an independent third party with
relevant expertise) pursuant to an appraisal process not to exceed 30 calendar days and conducted in New York, New York under the
Commercial Arbitration Rules of the American
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