Comcast 2010 Annual Report Download - page 303

Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. If an
appraisal process is necessary and Comcast and GE do not mutually select and appoint such appraiser within five Business Days following
delivery of the notice required pursuant to the preceding sentence, an appraiser shall be selected and appointed in the manner set forth in the final
two sentences of Section 10.02(f). All fees and disbursements of the Appraiser shall be shared equally by Comcast and GE.
(d) Promptly after making a written offer as set forth in Section 10.03(c) above (and in any event within 10 Business Days thereafter), GE
shall provide the Company all material information available to GE with respect to the Company Principal Business. GE shall include in any
third party confidentiality agreement entered into in connection with the proposed transaction subject to such offer a provision permitting GE to
comply with its disclosure obligations under this Section 10.03(d). The Company shall have 10 Business Days from the later of (i) the date all
such information is provided and (ii) the completion of any appraisal process conducted pursuant to Section 10.03(c) to decide whether to accept
the offer.
(e) If prior to the expiration of such 10 Business Day period the Company accepts such offer, the parties shall work together in good faith
to complete the Company’
s acquisition of, or investment in, the Company Principal Business as soon as reasonably practicable, subject to receipt
of required regulatory approvals. Notwithstanding the provisions in Section 4.10(a), the GE Members may not exercise any rights they may have
under Section 4.10(a) that would prohibit or otherwise impede such Company Principal Business acquisition or investment (including in
connection with the incurrence of any Debt required to complete such acquisition or investment).
(f) If prior to the expiration of such 10 Business Day period the Company fails to accept such offer, and the ownership of the Company
Principal Business by GE or its Affiliates would otherwise be prohibited by this Section 10.03, then GE or its Affiliate, as the case may be, shall
be required to divest the Company Principal Business within a commercially reasonable period of time.
(g) The Company’s decision whether to accept such offer (or to grant any consent to waive any rights of the Company in respect of such
offer) shall be made by only those members of the Board designated by the Comcast Members.
(h) This Section 10.03 shall terminate and be of no further force and effect upon the earlier of (i) Comcast and its Subsidiaries no longer
holding (directly or indirectly) any Units or (ii) GE and its Subsidiaries no longer holding (directly or indirectly) any Units.
Section 10.04. Structuring of an IPO . (a) Prior to an IPO, the Members will form a corporation (“ Holding ”) into which each Member
(other than HoldCo
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