Common use of Derivative Equity Interest Exercise Clause in Contracts

Derivative Equity Interest Exercise. No later than the 10th day following the delivery by the Investment Banks of their determination of the Final Fair Market Value, each DIRECTV Member who is a holder of any Derivative Equity Interest shall provide written notice to the Network, Comcast and Radio One (the “DTV Equity Interest Exercise Notice”), pursuant to which such holder shall irrevocably commit and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity Interests into Units and deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation, the termination of any right applicable to any debt security to convert such security in whole or in part into Units or Derivative Equity Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable concurrent with the applicable closing (a “DTV Derivative Equity Interest Exercise”). Promptly following the delivery of a DTV Derivative Equity Interest Exercise Notice, such DIRECTV Member shall execute any other documents and agreements requested by the Network to effect such DTV Derivative Equity Interest Exercise. Any Units issued pursuant to any DTV Derivative Equity Interest Exercise, together with all other Units owned by the DIRECTV Member, shall be referred to herein as “DTV Call Units.” If a DIRECTV Member holding a Derivative Equity Interest shall fail to deliver a DTV Derivative Equity Interest Exercise Notice within such ten-day period, then, subject to the last sentence of this Section 12.7(b), (A) such DIRECTV Member shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to effect a DTV Derivative Equity Interest Exercise with respect to any Derivative Equity Interests held by such DIRECTV Member, (B) Comcast and Radio One (and the Network, in the event of a DTV Redemption Closing) shall not be required to purchase any Units issuable upon any DTV Derivative Equity Exercise of such DIRECTV Member, and (C) upon the consummation of the DTV Call Right Closing or DTV Redemption Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity Interests) shall terminate automatically and without any further action by any Person. If the DTV Call Right Closing or DTV Redemption Closing does not occur within ninety (90) days after the Initial DTV Call Meeting Date, or such other time as the Network, Comcast, Radio One and the DIRECTV Members shall agree (but in no event more than one hundred eighty (180) days after the Initial DTV Call Meeting Date), then (y) any DTV Derivative Equity Interest Exercise Notice delivered by a DIRECTV Member pursuant to the first sentence of this Section 12.7(b) shall be deemed to be rescinded and shall have no force and effect, and (z) the right of all DIRECTV Members holding Derivative Equity Interests (including without limitation all such DIRECTV Members who failed to deliver a DTV Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their determination of the Fair Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further action by any Person.

Derivative Equity Interest Exercise. No later than the 10th day following the delivery by the Investment Banks of their determination of the Final Fair Market ValueDTV Put Right Determination Date, each DIRECTV Selling DTV Put Right Member who is a holder of any Derivative Equity Interest and who wishes to make a Derivative Equity Interest Exercise at the DTV Put Right Closing shall provide written notice a Derivative Equity Interest Exercise Notice to the Network, Comcast and Radio One (the “DTV Equity Interest Exercise Notice”), pursuant to which such holder shall irrevocably commit and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity Interests into Units and deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation, the termination of any right applicable to any debt security to convert such security in whole or in part into Units or Derivative Equity Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable concurrent with the applicable closing (a “DTV Derivative Equity Interest Exercise”). Promptly following the delivery of a DTV Derivative Equity Interest Exercise Notice, such DIRECTV Member shall execute any other documents and agreements requested by the Network to effect such DTV Derivative Equity Interest ExerciseOne. Any Units issued pursuant to any DTV such Derivative Equity Interest Exercise, together with all other Units owned offered for sale by the DIRECTV Member, Selling DTV Put Right Members shall be referred to herein as “DTV Call Put Units.” If a DIRECTV Selling DTV Put Right Member holding a Derivative Equity Interest shall fail to deliver make a DTV Derivative Equity Interest Exercise Notice within such ten-day period, period then, subject to the last sentence of this Section 12.7(b12.8(b), (Ai) such DIRECTV Selling DTV Put Right Member shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to effect a DTV Derivative Equity Interest Exercise with respect to any such Selling DTV Put Right Member’s Derivative Equity Interests held by such DIRECTV Memberat any time, (Bii) Comcast and Radio One the Network (and the NetworkComcast or Radio One, in the event of a DTV Redemption Closingas applicable) shall not be required to purchase any Units issuable upon any DTV such Derivative Equity Interest Exercise of such DIRECTV Selling DTV Put Right Member, and (Ciii) upon the consummation of the DTV Call Put Right Closing or DTV Redemption Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity Interests) shall terminate automatically and without any further action by any Person. If the DTV Call Put Right Closing or DTV Redemption Closing does not occur within ninety (90) days after on the Initial DTV Call Meeting Put Closing Date, or such other time as the Network, Comcast, Radio One and the DIRECTV Selling DTV Put Right Members shall agree (but in no event more than one hundred eighty ninety (18090) days after the Initial DTV Call Meeting Put Closing Date), ) then (yA) any DTV Derivative Equity Interest Exercise Notice delivered by a DIRECTV Selling DTV Put Right Member pursuant to the first sentence of this Section 12.7(b12.8(b) shall be deemed to be rescinded and shall have no force and effect, and (zB) the right of all DIRECTV Selling DTV Put Right Members holding Derivative Equity Interests (including without limitation all such DIRECTV Selling DTV Put Right Members who failed to deliver a DTV Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their determination of the Fair Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further action by any Person.

Derivative Equity Interest Exercise. No later than the 10th day following the delivery by the Investment Banks of their determination of the Final Fair Market Value, each DIRECTV Call Right Member who is a holder of any Derivative Equity Interest shall provide written notice to the Network, Comcast and Radio One (the “DTV Derivative Equity Interest Exercise Notice”), pursuant to which such holder shall irrevocably commit and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity Interests into Units and deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation, the termination of any right applicable to any debt security to convert such security in whole or in part into Units or Derivative Equity Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable concurrent with the applicable closing (a “DTV Derivative Equity Interest Exercise”). Promptly following the delivery of a DTV Derivative Equity Interest Exercise Notice, such DIRECTV Call Right Member shall execute any other documents and agreements requested by the Network to effect such DTV Derivative Equity Interest Exercise. Any Units issued pursuant to any DTV Derivative Equity Interest Exercise, together with all other Units owned by the DIRECTV Call Right Member, shall be referred to herein as “DTV Call Units.” If a DIRECTV Call Right Member holding a Derivative Equity Interest shall fail to deliver a DTV Derivative Equity Interest Exercise Notice within such ten-day period, then, subject to the last sentence of this Section 12.7(b12.1(b), (A) such DIRECTV Call Right Member shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to effect a DTV Derivative Equity Interest Exercise with respect to any Derivative Equity Interests held by such DIRECTV Call Right Member, (B) Comcast and Radio One (and the Network, in the event of a DTV Redemption Closing) shall not be required to purchase any Units issuable upon any DTV Derivative Equity Exercise of such DIRECTV Call Right Member, and (C) upon the consummation of the DTV Call Right Closing or DTV Redemption Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity Interests) shall terminate automatically and without any further action by any Person. If the DTV Call Right Closing or DTV Redemption Closing does not occur within ninety (90) days after the Initial DTV Call Meeting Date, or such other time as the Network, Comcast, Radio One and the DIRECTV Call Right Members shall agree (but in no event more than one hundred eighty (180) days after the Initial DTV Call Meeting Date), then (y) any DTV Derivative Equity Interest Exercise Notice delivered by a DIRECTV Call Right Member pursuant to the first sentence of this Section 12.7(b12.1(b) shall be deemed to be rescinded and shall have no force and effect, and (z) the right of all DIRECTV Call Right Members holding Derivative Equity Interests (including without limitation all such DIRECTV Call Right Members who failed to deliver a DTV Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their determination of the Fair Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further action by any Person.

Derivative Equity Interest Exercise. No later than the 10th day following the delivery by the Investment Banks of their determination of the Final Fair Market ValuePut Right Value Determination Date, each DIRECTV Selling Put Right Member who is a holder of any Derivative Equity Interest and who wishes to make a Derivative Equity Interest Exercise at the Put Right Closing shall provide written notice a Derivative Equity Interest Exercise Notice to the Network, Comcast and Radio One (the “DTV Equity Interest Exercise Notice”), pursuant to which such holder shall irrevocably commit and agree to (i) pay any and all amounts necessary to exercise, convert or exchange any such Derivative Equity Interests into Units and deliver any notices or documents as are required to effect any such exercise, conversion or exchange, (ii) surrender any such Derivative Equity Interests for termination without any consideration for such termination, or (iii) irrevocably cancel and terminate any right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests (including, without limitation, the termination of any right applicable to any debt security to convert such security in whole or in part into Units or Derivative Equity Interests), in each case in order to effect the action set forth in clauses (i)-(iii), as applicable concurrent with the applicable closing (a “DTV Derivative Equity Interest Exercise”). Promptly following the delivery of a DTV Derivative Equity Interest Exercise Notice, such DIRECTV Member shall execute any other documents and agreements requested by the Network to effect such DTV Derivative Equity Interest ExerciseOne. Any Units issued pursuant to any DTV such Derivative Equity Interest Exercise, together with all other Units owned offered for sale by the DIRECTV Member, Selling Put Right Members shall be referred to herein as “DTV Call Put Units.” If a DIRECTV Selling Put Right Member holding a Derivative Equity Interest shall fail to deliver make a DTV Derivative Equity Interest Exercise Notice within such ten-day period, period then, subject to the last sentence of this Section 12.7(b12.2(b), (Ai) such DIRECTV Selling Put Right Member shall be deemed to have elected to irrevocably terminate and cancel its right to acquire Units or Derivative Equity Interests or to convert any security into Units or Derivative Equity Interests and shall cease to have any right to effect a DTV Derivative Equity Interest Exercise with respect to any such Selling Financial Member’s Derivative Equity Interests held by such DIRECTV Memberat any time, (Bii) Comcast and Radio One the Network (and the NetworkComcast or Radio One, in the event of a DTV Redemption Closingas applicable) shall not be required to purchase any Units issuable upon any DTV such Derivative Equity Interest Exercise of such DIRECTV Selling Put Right Member, and (Ciii) upon the consummation of the DTV Call Put Right Closing or DTV Redemption Closing, as applicable, all such Derivative Equity Interests (or, if applicable, the right applicable to any debt security to convert such security in whole or part into Units or Derivative Equity Interests) shall terminate automatically and without any further action by any Person. If the DTV Call Put Right Closing or DTV Redemption Closing does not occur within ninety (90) days after on the Initial DTV Call Meeting Put Closing Date, or such other time as the Network, Comcast, Radio One and the DIRECTV Selling Put Right Members shall agree (but in no event more than one hundred eighty ninety (18090) days after the Initial DTV Call Meeting Put Closing Date), ) then (yA) any DTV Derivative Equity Interest Exercise Notice delivered by a DIRECTV Selling Put Right Member pursuant to the first sentence of this Section 12.7(b12.2(b) shall be deemed to be rescinded and shall have no force and effect, and (zB) the right of all DIRECTV Selling Put Right Members holding Derivative Equity Interests (including without limitation all such DIRECTV Selling Put Right Members who failed to deliver a DTV Derivative Equity Interest Exercise Notice within the ten-day period following delivery by the Investment Banks of their determination of the Fair Market Value) to effect a DTV Derivative Equity Interest Exercise in accordance with the terms of such Member’s Derivative Equity Interest and the terms hereof shall be automatically restored without any further action by any Person.