Comcast 2010 Annual Report Download - page 307

designated by HoldCo. If the Company fails to accept a Competing Business Offer, for so long as HoldCo or any of its Affiliates directly or
indirectly holds any Units, neither HoldCo nor any of its Affiliates may pursue such Competing Business Offer or acquire or invest in such
Company Principal Business in reliance on the GE De Minimis Business exception pursuant to Section 10.03(b)(i)(C).
(i) Notwithstanding anything to the contrary contained herein but subject to Section 10.06(j), prior to the 18-month anniversary of the
Closing Date, (x) neither Comcast nor any of its Affiliates may make a Significant Investment in a Company Principal Business in a Stand-
alone
Competing Business Acquisition and (y) Comcast or one of its Affiliates may make a Significant Investment in a Company Principal Business in
a Mixed Competing Business Acquisition only if such Company Principal Business is divested within a commercially reasonable period of time.
(j) Notwithstanding any provision of this Agreement to the contrary, and without implicitly agreeing that the following transactions would
be subject to the provisions of this Section 10.06, this Section 10.06 shall not be applicable to (x) any transaction entered into by Comcast or its
Affiliates prior to the date of this Agreement in accordance with Section 6.22 of the Master Agreement, (y) any acquisition of, or other
investment in, a Comcast Permitted Business or a Comcast De Minimis Business by Comcast or its Affiliates and (z) the acquisition by Comcast
or its Affiliates of all or a portion of the Weather Channel Business pursuant to Section 10.07. Without limiting the generality of the foregoing
and for the avoidance of doubt, in each such case, the purchase price for any such transaction shall be disregarded when determining whether the
Threshold has been exceeded or would be exceeded as a result of any other transaction.
(k) Except as set forth in Section 10.06(h), the provisions of this Section 10.06 shall terminate and cease to be of further effect at such time
as GE’s Percentage Interest is less than 20% (calculated in accordance with Section 4.10(d)).
Section 10.07. Weather Channel . (a) If as a result of the consummation of the transactions contemplated by the Master Agreement the
Company or any of its Subsidiaries become entitled to exercise an “NBCU Call Option” pursuant to Section 4.6 of the Weather Channel
Stockholders Agreement or a right of first refusal pursuant to Section 4.4 of the Weather Channel Stockholders Agreement at an earlier time than
the Company or such Subsidiary would otherwise have been entitled to exercise such right, at the election of Comcast, the Company or such
Subsidiary will, to the extent permissible, assign such right to Comcast or an Affiliate of Comcast designated by Comcast and, if not permissible,
will enter into a mutually agreeable arrangement with Comcast or such Affiliate so that Comcast or such Affiliate may acquire the applicable
interest in the Weather Channel Business on the same terms and conditions as the Company or such
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