Common use of Abandonment or Termination Clause in Contracts

Abandonment or Termination. Notwithstanding Section 4.11, if the Exercise Period for each Right is accelerated and the proposed transaction which resulted in the acceleration is abandoned or terminated on or before the last day (the "Deposit Date") on which the Company is required to make the deposit pursuant to Section 4.11 of cash or TCI Series A Shares to effect the purchase of shares of MusicCo Series A Common Stock and Distributed Entity Stock surrendered in connection with such accelerated Exercise Period, or the Company otherwise determines in good faith on or before the Deposit Date that such proposed transaction will not be consummated, then the Company shall so notify the Rights Agent by delivering to the Rights Agent an officer's certificate to such effect signed by its Chairman of the Board, President or a Vice President promptly following the termination or abandonment of such proposed transaction or such determination by the Company, but in no event later than the fifth Business Day following the Deposit Date. Upon delivery of such officer's certificate, the Company shall be relieved of its obligation to make the deposit otherwise required by Section 4.11 or, if such deposit has theretofore been made, shall be entitled to the return thereof. Promptly following receipt of such officer's certificate, the Rights Agent shall mail to each Holder the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such Holder to the Rights Agent in connection with such accelerated Exercise Period and, if the Company has made a deposit of cash or TCI Series A Shares with the Rights Agent in connection with such accelerated Exercise Period, the Rights Agent shall deliver the cash or TCI Series A Shares so deposited to the Company.

Abandonment or Termination. Notwithstanding Section 4.11, if -------------------------- the Exercise Period for each Right is accelerated and the proposed transaction which resulted in the acceleration is abandoned or terminated on or before the last day (the "Deposit Date") on which the Company is required to make the deposit pursuant to Section 4.11 of cash or TCI Series Class A Shares to effect the purchase of shares of MusicCo Series A Common Stock and Distributed Entity Stock surrendered in connection with such accelerated Exercise Period, or the Company otherwise determines in good faith on or before the Deposit Date that such proposed transaction will not be consummated, then the Company shall so notify the Rights Agent by delivering to the Rights Agent an officer's certificate to such effect signed by its Chairman of the Board, President or a Vice President promptly following the termination or abandonment of such proposed transaction or such determination by the Company, but in no event later than the fifth Business Day following the Deposit Date. Upon delivery of such officer's certificate, the Company shall be relieved of its obligation to make the deposit otherwise required by Section 4.11 or, if such deposit has theretofore been made, shall be entitled to the return thereof. Promptly following receipt of such officer's certificate, the Rights Agent shall mail to each Holder the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such Holder to the Rights Agent in connection with such accelerated Exercise Period and, if the Company has made a deposit of cash or TCI Series A Shares with the Rights Agent in connection with such accelerated Exercise Period, the Rights Agent shall deliver the cash or TCI Series A Shares so deposited to the Company.

Abandonment or Termination. Notwithstanding ---------------------------- Section 4.11, if the Exercise Period for each Right is accelerated and the proposed transaction which resulted in the acceleration is abandoned or terminated on or before the last day (the "Deposit Date") on which the Company is required to make the deposit pursuant to Section 4.11 of cash or TCI Series A Shares to effect the purchase of shares of MusicCo Series A Common Stock and Distributed Entity Stock surrendered in connection with such accelerated Exercise Period, or the Company otherwise determines in good faith on or before the Deposit Date that such proposed transaction will not be consummated, then the Company shall so notify the Rights Agent by delivering to the Rights Agent an officer's certificate to such effect signed by its Chairman of the Board, President or a Vice President promptly following the termination or abandonment of such proposed transaction or such determination by the Company, but in no event later than the fifth Business Day following the Deposit Date. Upon delivery of such officer's certificate, the Company shall be relieved of its obligation to make the deposit otherwise required by Section 4.11 or, if such deposit has theretofore been made, shall be entitled to the return thereof. Promptly following receipt of such officer's certificate, the Rights Agent shall mail to each Holder the certificates evidencing the shares of MusicCo Series A Common Stock, the shares of Distributed Entity Stock and the Rights surrendered by such Holder to the Rights Agent in connection with such accelerated Exercise Period and, if the Company has made a deposit of cash or TCI Series A Shares with the Rights Agent in connection with such accelerated Exercise Period, the Rights Agent shall deliver the cash or TCI Series A Shares so deposited to the Company.