Common use of Call Right Closing Clause in Contracts

Call Right Closing. (i) The closing of exercise of the Call Right (the “Call Right Closing”) shall take place no later than the fifth Business Day following the later of (x) the receipt of any required consent, approval, authorization or other order of, action by, or any required filing with or notification to, any Governmental Authority applicable to the purchase of the Subject Securities by NBCU or its designated Affiliate, including, (A) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act, and (B) approval by the FCC of the FCC Application, which approval shall have become a Final Order, subject to the last sentence of this Section 3(b)(i), and (y) the final determination of the Call Purchase Price pursuant to Section 2.2(c) hereof. The Call Right Closing shall occur at the place designated in the Call Exercise Notice. The requirement for a Final Order may be waived by NBCU in its sole discretion. (ii) At the Call Right Closing (x) CIG shall deliver to NBCU or its designated Affiliate certificates representing all of the Subject Securities, duly endorsed in blank or accompanied by stock or similar powers duly executed in blank, with all necessary stock transfer stamps or similar instruments, as applicable, affixed thereto, free and clear of all Liens other than Permitted Liens, and (y) NBCU shall pay by wire transfer in immediately available funds to the account or accounts specified by CIG (A) the Call Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Call Exercise Notice) plus 100 basis points on the Call Purchase Price for the period from the date of the delivery of the Call Exercise Notice through the date of the Call Right Closing, minus (C) the value of dividends and other distributions that are paid in cash or in property, if any, and received by CIG and its Affiliates after the date of the delivery of the Call Exercise Notice with respect to the Subject Securities, plus accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Call Exercise Notice) plus 100 basis points on the value of such received dividends and distributions for the period from the date of the distribution through the date of the Call Right Closing. CIG shall furnish necessary account information in writing to NBCU at least two Business Days prior to the date of the Call Right Closing.

Call Right Closing. (i) The closing of exercise of the Call Right (the “Call Right Closing”) shall take place no later than the fifth Business Day following the later of (x) the receipt of any required consent, approval, authorization or other order of, action by, or any required filing with or notification to, any Governmental Authority applicable to the purchase of the Subject Securities by NBCU or its designated Affiliate, including, (A) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act, and (B) approval by the FCC of the FCC Application, which approval shall have become a Final Order, subject to the last sentence of this Section 3(b)(i), and (y) the final determination sale of the Call Purchase Price Units (to the extent applicable, after giving effect to the Derivative Equity Interest Exercise made by each Call Right Member) pursuant to Section 2.2(c12.1(c)(i)-(iii) hereof. The Call Right Closing hereof shall occur at the place designated in the Call Exercise Notice. The requirement for be made on a Final Order may be waived by NBCU in its sole discretion. date within ninety (ii90) At the Call Right Closing (x) CIG shall deliver to NBCU or its designated Affiliate certificates representing all days of the Subject Securities, duly endorsed in blank or accompanied by stock or similar powers duly executed in blank, with all necessary stock transfer stamps or similar instruments, as applicable, affixed thereto, free and clear of all Liens other than Permitted Liens, and (y) NBCU shall pay by wire transfer in immediately available funds to the account or accounts specified by CIG (A) the Call Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Call Exercise Notice) plus 100 basis points on the Call Purchase Price for the period from the date of the delivery of the Call Exercise Notice through the date of Initial Meeting Date. At the Call Right Closing, minus (C) the value of dividends and other distributions that are paid in cash or in property, if any, and received by CIG and its Affiliates after the date of the delivery of the Call Exercise Notice with respect to the Subject Securities, plus accrued interest which shall be at a rate per annum equal to LIBOR place and time reasonably selected by the Person purchasing Call Units at such closing, (on the delivery date of the Call Exercise Noticei) plus 100 basis points on the value of such received dividends and distributions for the period from the date of the distribution through the date each of the Call Right Closing. CIG Members shall furnish necessary (A) if applicable, effect the Derivative Equity Interest Exercise in accordance with such Call Right Member’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.1(b) hereof, (B) execute and deliver such documents as shall be reasonably requested by the Persons purchasing such Member’s Call Units in order to vest full beneficial and record ownership of all of the Call Units then owned by such Member in the Persons purchasing the Call Units, and (C) represent and warrant to the Persons purchasing such Member’s Call Units (in addition to such other customary representations and warranties requested by the Persons purchasing such Call Units) that such Call Units are being transferred to such Persons free and clear of liens, encumbrances and interests or rights of other Persons (except as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of Control Agreement), and (ii) each Person purchasing Call Units shall make payment to each Call Right Member in an amount equal to the Call Unit Price multiplied by a fraction, the numerator of which is the number of Call Units being acquired from such Member by such Person and the denominator of which is the total number of Call Units, such payment to be made by (at the purchaser’s option) (x) wire transfer of immediately available funds to an account information specified in writing to NBCU at least by each Call Right Member, (y) the issuance of the most widely held class of common stock of Comcast Corporation and/or Radio One, Inc. (based upon the average closing price for such common stock during the ten (10) consecutive trading days ending two Business Days days prior to the date of the Call Right Closing), which shares of common stock, except as otherwise provided in Section 12.1(c)(vi) and (vii) above, shall be “Registrable Securities” pursuant to the provisions of the Comcast Registration Rights Agreement or the Radio One Registration Rights Agreement, as applicable, or (z) any combination of the foregoing; provided that each Call Right Member receives from Comcast and Radio One, as applicable, the same proportionate amount of cash and common stock as payment for the Call Units sold by such Call Right Member (except in the event that the issuance of common stock of Comcast Corporation or Radio One, Inc. to any Call Right Member would subject the issuer, in the issuer’s reasonable judgment, to legal or regulatory rules or burdens of a nature or degree not present as to the other Call Right Members to which such common stock is issued, in which case such Call Right Member may receive its entire purchase price in cash while other Call Right Members receive all or a portion of their purchase price in common stock (but not a greater amount of common stock than such Call Right Members would have otherwise received)). The right to issue common stock of (I) Comcast Corporation as payment at the Call Right Closing shall terminate in the event neither Comcast Corporation nor any Affiliate of Comcast Corporation is a Member and (II) Radio One, Inc. as payment at the Call Right Closing shall terminate in the event neither Radio One, Inc. nor any Affiliate of Radio One, Inc. is a Member. In connection with the Call Right Closing, Comcast and Radio One may assign all or any portion of its respective purchase rights under this Section 12.1(d) to an Affiliate of such Person. In the event that either or both of Comcast or Radio One, as applicable, fails to fully satisfy or be in a position to satisfy its obligations to purchase Call Units at the Call Right Closing (each, a “Call Right Defaulting Person”) and such Call Right Closing does not occur, (1) so long as all of the Call Right Members have fully satisfied or are in a position to fully satisfy at the Call Right Closing all of their conditions and obligations in connection with such Call Right Closing, the Call Right Defaulting Person shall reimburse (or in the event there is more than one Call Right Defaulting Person, the Call Right Defaulting Persons shall reimburse in proportion to the relative Call Units to be purchased by each Call Right Defaulting Person at the Call Right Closing) the Call Right Members for their actual and reasonable out of pocket expenses incurred (not to exceed $150,000.00 in the aggregate for all Call Right Members) in connection with the Call Right Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Call Right Defaulting Person(s)), and (2) any Call Right Defaulting Person’s rights but not obligations to participate in such Call Right Closing shall automatically and irrevocably terminate. Following the Call Right Closing Date, in the event that (x) all of the Series A Preferred Units held by the Financial Investor Members and the DIRECTV Members have been purchased, redeemed or previously forfeited, or (y) all of the Series A Preferred Units held by the Financial Investor Members have been purchased, redeemed or previously forfeited and DIRECTV is a Limited Member, then all of the remaining Series A Preferred Units shall automatically be converted into Class A Common Units pursuant to Section 5.2(e)(iv)(2).