Comcast 2010 Annual Report Download - page 306

or investment), so long as such acquisition or investment is completed in all material respects on the terms and conditions approved in
accordance with Section 10.06(h).
(d) If prior to the expiration of the applicable Offering Period the Company fails to accept a Competing Business Offer made with respect
to a Stand-alone Competing Business Acquisition in which the purchase price for the Company Principal Business acquisition or investment is
less than or equal to $500 million or, if the applicable Threshold has not been exceeded or would not be exceeded as a result of such Stand-alone
Competing Business Acquisition, greater than $500 million, Comcast and its Affiliates shall thereafter (subject to Section 10.06(i)) be permitted
to acquire, or invest in, the applicable Company Principal Business on substantially the same terms as were offered to the Company pursuant to
the Competing Business Offer.
(e) If prior to the expiration of the applicable Offering Period the Company fails to accept a Competing Business Offer made with respect
to a Stand-alone Competing Business Acquisition in which the purchase price for the Company Principal Business acquisition or investment is
greater than $500 million and the applicable Threshold has been exceeded or would as a result of such Stand-alone Competing Business
Acquisition be exceeded, Comcast and its Affiliates shall be prohibited from acquiring, or investing in, the applicable Company Principal
Business.
(f) If prior to the expiration of the applicable Offering Period the Company fails to accept a Competing Business Offer made with respect
to a Mixed Competing Business Acquisition in which the purchase price for the Company Principal Business acquisition or investment is less
than or equal to $500 million or, if the applicable Threshold has not been exceeded or would not be exceeded as a result of the Mixed Competing
Business Acquisition, greater than $500 million, Comcast or its Affiliate, as the case may be, shall (subject to Section 10.06(i)) be permitted to
continue to own and operate the applicable Company Principal Business.
(g) If prior to the expiration of the applicable Offering Period the Company fails to accept a Competing Business Offer made with respect
to a Mixed Competing Business Acquisition in which the purchase price for the Company Principal Business acquisition or investment is greater
than $500 million and the applicable Threshold has been exceeded or would as a result of such Mixed Competing Business Acquisition be
exceeded, Comcast or its Affiliate, as the case may be, shall be required to divest the applicable Company Principal Business within a
commercially reasonable period of time.
(h) The Company’
s decision whether to accept a Competing Business Offer (or to grant any consent to waive any rights of the Company in
respect of a Competing Business Offer) shall be made by only those members of the Board
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