Common use of Alternative Transaction Structure Clause in Contracts

Alternative Transaction Structure. In the event that (a) the IRS notifies Remainco or any of its Subsidiaries that the IRS will not issue the Private Letter Ruling or the Transactions will not qualify for the Intended Tax Treatment or (b) in Remainco’s reasonable determination, the IRS would not reasonably be expected to issue the Private Letter Ruling, the Parties shall negotiate in good faith to structure the Transactions in an alternative tax-free manner (such structure, the “Alternative Transaction Structure”); provided that in no event shall a Party be required to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken as a whole. If the Alternative Transaction Structure is adopted in accordance with the preceding sentence, (i) all relevant provisions of this Agreement shall be amended mutatis mutandis to refer to, and give effect to, the Alternative Transaction Structure, (ii) without limiting the generality of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Alternative Transaction Structure and, in any case, in accordance with Section 8.8 and (iii) the Parties shall, and shall cause their respective Subsidiaries to, (x) amend and restate this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing and (y) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver of the conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after June 15, 2023 (the “Delayed RMT”) and cooperate with one another in good faith, and use reasonable best efforts, to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use reasonable best efforts, to obtain such ruling. In connection with any Delayed RMT, (A) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Section 8.8 and (B) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMT.

Alternative Transaction Structure. In the event that (a) the IRS notifies Remainco or any of its Subsidiaries that the IRS will not issue the Private Letter Ruling or the Transactions will not qualify for the Intended Tax Treatment Treatment, or (b) in Remainco’s the reasonable determinationdetermination of each of the Parties, the IRS would not reasonably be expected to issue the Private Letter Ruling, the Parties shall negotiate in good faith to structure the Transactions in an alternative tax-free manner (such structure, the “Alternative Transaction Structure”); provided provided, that in no event shall a Party be required to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken as a whole. If the Alternative Transaction Structure is adopted in accordance with the preceding sentence, (i) all relevant provisions of this Agreement shall be amended mutatis mutandis to refer to, and give effect to, the Alternative Transaction Structure, (ii) without limiting the generality of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Alternative Transaction Structure and, in any case, in accordance with Section 8.8 8.8, and (iii) the Parties shall, and shall cause their respective Subsidiaries to, (xA) amend and restate this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing foregoing, and (yB) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver of the conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after June 15, 2023 that date which is the thirtieth (30th) day prior to the Outside Date (the “Delayed RMT”) and cooperate with one another in good faith, and use commerically reasonable best efforts, efforts to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use commerically reasonable best efforts, to obtain such ruling. In connection with any Delayed RMT, (A1) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Section 8.8 8.8, and (B2) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMT.

Alternative Transaction Structure. In the event that (a) At any time prior to the IRS notifies Remainco or any of its Subsidiaries that the IRS will Effective Time, by mutual agreement not issue the Private Letter Ruling or the Transactions will not qualify for the Intended Tax Treatment or (b) in Remainco’s reasonable determinationto be unreasonably withheld, the IRS would not reasonably be expected parties may elect to issue restructure the Private Letter Rulingtransaction in the manner contemplated by this Section 2.5. Upon making such election (the "Alternative Election"), the Parties Merger contemplated by Section 2.1 shall negotiate be restructured in good faith the manner set forth in this Section 2.5. In such event, all references to structure the Transactions term "Merger" shall be deemed references to the transactions contemplated by this Section 2.5; all references to the term "Surviving Corporation" shall be deemed references to Comcast MOG, Inc., a Delaware corporation ("Comcast MOG") and a wholly owned subsidiary of Comcast; all references to the term "Effective Time" in an alternative tax-free this Agreement shall be deemed references to the time at which the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later time as is specified in the certificate of merger) with respect to the Merger as restructured in the manner (such structurecontemplated by this Section 2.5; Section 2.1 shall no longer be of any force or effect; and the provisions of this Section 2.5 shall govern the terms of the Merger. The Merger, restructured as contemplated by this Section 2.5 is sometimes referred to as the “"Alternative Transaction Structure”); provided that in no event Merger". Comcast MOG shall become a Party be required party to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken this Agreement as a wholeconstituent corporation of the Alternative Merger prior to the MediaOne Stockholders' Meeting. At the Effective Time of the Alternative Merger, MediaOne shall be merged with and into Comcast MOG in accordance with Delaware Law and upon the terms set forth in this Agreement, whereupon the separate existence of MediaOne shall cease. If the Alternative Transaction Structure Merger Notice is adopted in accordance with given, the preceding sentencerepresentations, (i) all relevant warranties and other provisions of this Agreement shall be appropriately amended mutatis mutandis to refer toaccount for the change while otherwise effecting the intent of the parties as expressed in this Agreement. For the avoidance of doubt, and give effect to, (i) the Alternative Transaction StructureMerger shall not affect the provisions of Article 3 hereof, including the Common Stock Consideration, Series C Consideration, Series D Consideration or Series E Consideration, (ii) without limiting the generality all obligations of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity Comcast set forth herein shall not be made affected or amended, as the case may be, reflecting limited by the Alternative Transaction Structure and, in any case, in accordance with Section 8.8 Merger and (iii) Comcast shall also be responsible for the Parties shall, and shall cause their respective Subsidiaries to, (x) amend and restate this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing and (y) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver obligations of the conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after June 15, 2023 (the “Delayed RMT”) and cooperate with one another in good faith, and use reasonable best efforts, to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use reasonable best efforts, to obtain such ruling. In connection with any Delayed RMT, (A) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Surviving Corporation under Section 8.8 and (B) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMT7.3 hereof.

Alternative Transaction Structure. In the event that (a) At any time prior to the IRS notifies Remainco or any of its Subsidiaries that the IRS will Effective Time, by mutual agreement not issue the Private Letter Ruling or the Transactions will not qualify for the Intended Tax Treatment or (b) in Remainco’s reasonable determinationto be unreasonably withheld, the IRS would not reasonably be expected parties may elect to issue restructure the Private Letter Rulingtransaction in the manner contemplated by this Section 2.05. Upon making such election (the "ALTERNATIVE ELECTION"), the Parties Merger contemplated by Section 2.01 shall negotiate be restructured in good faith the manner set forth in this Section 2.05. In such event, all references to structure the Transactions term "Merger" shall be deemed references to the transactions contemplated by this Section 2.05; all references to the term "Surviving Corporation" shall be deemed references to Comcast MOG, Inc., a Delaware corporation ("COMCAST MOG") and a wholly owned subsidiary of Comcast; all references to the term "Effective Time" in an alternative tax-free this Agreement shall be deemed references to the time at which the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later time as is specified in the certificate of merger) with respect to the Merger as restructured in the manner (such structurecontemplated by this Section 2.05; Section 2.01 shall no longer be of any force or effect; and the provisions of this Section 2.05 shall govern the terms of the Merger. The Merger, restructured as contemplated by this Section 2.05 is sometimes referred to as the “Alternative Transaction Structure”); provided that in no event "ALTERNATIVE MERGER". Comcast MOG shall become a Party be required party to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken this Agreement as a wholeconstituent corporation of the Alternative Merger prior to the MediaOne Stockholders' Meeting. At the Effective Time of the Alternative Merger, MediaOne shall be merged with and into Comcast MOG in accordance with Delaware Law and upon the terms set forth in this Agreement, whereupon the separate existence of MediaOne shall cease. If the Alternative Transaction Structure Merger Notice is adopted in accordance with given, the preceding sentencerepresentations, (i) all relevant warranties and other provisions of this Agreement shall be appropriately amended mutatis mutandis to refer toaccount for the change while otherwise effecting the intent of the parties as expressed in this Agreement. For the avoidance of doubt, and give effect to, (i) the Alternative Transaction StructureMerger shall not affect the provisions of Article 3 hereof, including the Common Stock Consideration, Series C Consideration, Series D Consideration or Series E Consideration, (ii) without limiting the generality all obligations of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity Comcast set forth herein shall not be made affected or amended, as the case may be, reflecting limited by the Alternative Transaction Structure and, in any case, in accordance with Section 8.8 Merger and (iii) Comcast shall also be responsible for the Parties shall, and shall cause their respective Subsidiaries to, (x) amend and restate this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing and (y) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver obligations of the conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after June 15, 2023 (the “Delayed RMT”) and cooperate with one another in good faith, and use reasonable best efforts, to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use reasonable best efforts, to obtain such ruling. In connection with any Delayed RMT, (A) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Surviving Corporation under Section 8.8 and (B) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMT7.03 hereof.

Alternative Transaction Structure. In Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event that ten (a10) Business Days prior to the IRS notifies Remainco Closing, the Company and the trustee under the Convertible Notes Indenture have not each executed a supplemental indenture to the Convertible Notes Indenture in accordance with the terms thereof amending the terms thereof to permit the consummation of the Second Merger at the Second Effective Time without giving rise to a breach of, or any default under, any provision of its Subsidiaries the Convertible Notes Indenture, then Parent may irrevocably elect the Alternative Transaction Structure (as defined below) (by written notice to the Company at least one (1) Business Day prior to the anticipated Closing Date, a “Revised Structure Notice”; provided that if the IRS will Closing does not issue occur on the Private Letter Ruling or anticipated Closing Date, Parent may revoke such Revised Structure Notice and, at a later date, irrevocably elect to deliver a new written notice at least one (1) Business Day prior to the Transactions will not qualify for the Intended Tax Treatment or (b) in Remainco’s reasonable determinationactual Closing Date), and upon delivery of such Revised Structure Notice, the IRS would not reasonably structure of the Second Merger shall be expected to issue modified such that for all purposes hereunder the Private Letter RulingSecond Merger shall consist of the Surviving Corporation merging with and into Parent, with the Parties shall negotiate separate existence of the Surviving Corporation ceasing and Parent continuing as the surviving corporation in good faith to structure the Transactions in an alternative tax-free manner Second Merger (such structure, the “Alternative Transaction Structure”); provided that in no event shall a Party be required to agree to any term or condition that is materially detrimental to such Party and its Subsidiaries, taken as a whole. If the Alternative Transaction Structure is adopted in accordance with the preceding sentence, (i) all relevant references to “Merger Sub II” or “Surviving LLC” herein shall be deemed deleted from this Agreement (or replaced with “Parent,” solely to the extent the context requires such replacement to give effect to the Alternative Transaction Structure), and any representations, warranties, covenants or agreements of Merger Sub II or the Surviving LLC, as applicable, under this Agreement shall forthwith become null and void and there shall be no liability on the part of Parent, Merger Sub I, Merger Sub II or the Surviving LLC for any representations, warranties, covenants or agreements of Merger Sub II under this Agreement and (ii) all other provisions of this Agreement shall be amended mutatis mutandis to refer to, and give given effect to, the Alternative Transaction Structure, (ii) without limiting the generality of the foregoing clause (i), all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Alternative Transaction Structure and, in any case, in accordance with Section 8.8 and (iii) the Parties shall, and shall cause their respective Subsidiaries to, (x) amend continue in full force and restate effect and the Merger and the other transactions contemplated by this Agreement and, if necessary or advisable to effect the Alternative Transaction Structure, the Separation and Distribution Agreement and any other Transaction Documents to reflect the foregoing and shall (y) execute, acknowledge and deliver any assurances, documents or instruments of transfer, conveyance, assignment and assumption reasonably requested by the other Party to effect the Alternative Transaction Structure. If the Alternative Transaction Structure is not agreed upon (or the Parties decide not to pursue the Alternative Transaction Structure), then the Parties shall, subject to the satisfaction or waiver of the terms and conditions set forth in ARTICLE IX, consummate the Transactions as soon as practicable after June 15, 2023 (the “Delayed RMT”hereof) and cooperate with one another in good faith, and use reasonable best efforts, to furnish appropriate representation letters to enable counsel to Remainco to issue an opinion on the qualification of the Delayed RMT for the Intended Tax Treatment and, if Remainco wishes to obtain an IRS ruling regarding the qualification of the Delayed RMT for the Intended Tax Treatment, the Parties will cooperate with one another in good faith, and use reasonable best efforts, to obtain such ruling. In connection with any Delayed RMT, (A) all filings, notices and reports with the SEC and any other Governmental Entity shall be made or amended, as the case may be, reflecting the Delayed RMT and, in any case, in accordance with Section 8.8 and (B) the Parties shall, and shall cause their respective Subsidiaries to, amend this Agreement, the Separation and Distribution Agreement and any other Transaction Documents, if necessary or advisable to effect the Delayed RMToccur.