Common use of Material Transactions by Parent Clause in Contracts

Material Transactions by Parent. Parent shall promptly notify the Company if, after September 22, 1995, and prior to the Effective Time of the Mergers, Parent or any Parent Subsidiary enters into a definitive agreement providing for the implementation of a Material Transaction (as defined below). In such event, the Board of Directors of the Company may request the Company's financial advisor, CS First Boston Corporation, to deliver a written opinion, substantially in the same form as the opinion referred to in Section 3.01(m), that, after giving effect to the Material Transaction, the consideration to be received by the Company's shareholders in the TBS Merger is fair to the Company's shareholders (other than Parent) from a financial point of view. The Company and Parent shall cooperate in furnishing such information to CS First Boston Corporation as shall be reasonably required in order for such opinion to be delivered as promptly as practicable, and the Company shall use all commercially reasonable efforts to cause such opinion or the written advice referred to in the following sentence to be delivered within 15 days following request therefor from the Company. In the event that CS First Boston Corporation advises the Company and Parent in writing that it is unable to deliver such opinion, the Company shall be entitled to terminate this Agreement pursuant to Section 7.01(f), if such termination is approved by the Board of Directors of the Company. For purposes of this Agreement, "Material Transaction" means (i) the issuance by Parent of more than 90,000,000 "common stock equivalents" (one common stock equivalent being equal to one share of Parent Common Stock, including any share of Parent Common Stock issuable by Parent upon conversion, exercise or exchange of any other capital stock, warrant or other security or right of Parent, any Parent Subsidiary or any other controlled affiliate of Parent) in any single transaction or in any series of individual transactions (excluding (A) any transaction involving an exchange by Parent on a one-for-one basis of newly issued shares of Parent Series L Preferred Stock for outstanding shares of Parent Series C Preferred Stock and (B) any transaction contemplated by the elective merger letter agreement dated as of September 22, 1995, between Parent and LMC, if, in the case of this clause (B), such transaction is not reasonably likely to (1) cause the satisfaction of any condition set forth in Article VI to be delayed in any material respect or (2) make the satisfaction of any such condition materially more difficult or costly or otherwise more disadvantageous to the Company, Parent or Holdco in any material respect), each of which involves the issuance of more than 20,000,000 common stock equivalents, whether or not such individual transactions are related to each other, or (ii) the sale or other disposition in any transaction or series of transactions, whether or not related to each other, by Parent or any Parent Subsidiary of any business or assets with an aggregate fair market value in excess of $3,500,000,000, excluding from such amount (x) sales of inventory in the ordinary course of business consistent with prior practice and (y) the sale or disposition, in a single transaction or series of related transactions, of assets with an aggregate fair market value of $500,000,000 or less. The fair market value of any cable television systems disposed of by Parent or any Parent Subsidiary in exchange for cable television systems owned by third parties shall be included in such amount only to the extent, if any, in excess of the fair market value of the cable televisions systems acquired in such exchange by Parent or any Parent Subsidiary.

Material Transactions by Parent. Parent shall promptly notify the Company if, after September 22, 1995, the date of this Agreement and prior to the Effective Time of the MergersMerger, Parent or any Parent Subsidiary enters into a definitive agreement providing for the implementation of a Material Transaction (as defined below). In such event, the Board of Directors of the Company may request the Company's financial advisor, CS First Boston Corporation, to deliver a written opinion, substantially in the same form as the 56 opinion referred to in Section 3.01(m), that, after giving effect to the Material Transaction, the consideration to be received in the Merger by the Company's shareholders in the TBS Merger is fair to the Company's shareholders (other than Parent) Parent from a financial point of view. The Company and Parent shall cooperate in furnishing such information to CS First Boston Corporation as shall be reasonably required in order for such opinion to be delivered as promptly as practicable, and the Company shall use all commercially reasonable efforts to cause such opinion or the written advice referred to in the following sentence to be delivered within 15 days following request therefor from the Company. In the event that CS First Boston Corporation advises the Company and Parent in writing that it is unable to deliver such opinion, the Company shall be entitled to terminate this Agreement pursuant to Section 7.01(f), if such termination is approved by the Board of Directors of the Company. For purposes of this Agreementthe foregoing, "Material Transaction" means (i) the issuance by Parent of more than 90,000,000 "common stock equivalents" (one common stock equivalent being equal to one share of Parent Common Stock, including any share of Parent Common Stock issuable by Parent upon conversion, exercise or exchange of any other capital stock, warrant or other security or right of Parent, any Parent Subsidiary or any other controlled affiliate of Parent) in any single transaction or in any series of individual transactions (excluding (A) any transaction involving an exchange by Parent on a one-for-one basis of newly issued shares of Parent Series L Preferred Stock for outstanding shares of Parent Series C Preferred Stock and (B) any transaction contemplated by the elective merger letter agreement dated as of September 22, 1995, between Parent and LMC, if, in the case of this clause (B), such transaction is not reasonably likely to (1) cause the satisfaction of any condition set forth in Article VI to be delayed in any material respect or (2) make the satisfaction of any such condition materially more difficult or costly or otherwise more disadvantageous to the Company, Parent or Holdco in any material respect)transactions, each of which involves the issuance of more than 20,000,000 common stock equivalents, whether or not such individual transactions are related to each other, or (ii) the sale or other disposition in any transaction or series of transactions, whether or not related to each other, by Parent or any Parent Subsidiary of any business or assets with an aggregate fair market value in excess of $3,500,000,000, excluding from such amount (x) sales of inventory in the ordinary course of business consistent with prior practice and (y) the sale or disposition, in a single transaction or series of related transactions, of assets with an aggregate fair market value of $500,000,000 or less. The fair market value of any cable television systems disposed of by Parent or any Parent Subsidiary in exchange for cable television systems owned by third parties shall be included in such amount only to the extent, if any, in excess of the fair market value of the cable televisions systems acquired in such exchange by Parent or any Parent Subsidiary.. 57

Material Transactions by Parent. Parent shall promptly notify the Company if, after September 22, 1995, the date of this Agreement and prior to the Effective Time of the MergersMerger, Parent or any Parent Subsidiary enters into a definitive agreement providing for the implementation of a Material Transaction (as defined below). In such event, the Board of Directors of the Company may request the Company's financial advisor, CS First Boston Corporation, to deliver a written opinion, substantially in the same form as the opinion referred to in Section 3.01(m), that, after giving effect to the Material Transaction, the consideration to be received in the Merger by the Company's shareholders in the TBS Merger is fair to the Company's shareholders (other than Parent) Parent from a financial point of view. The Company and Parent shall cooperate in furnishing such information to CS First Boston Corporation as shall be reasonably required in order for such opinion to be delivered as promptly as practicable, and the Company shall use all commercially reasonable efforts to cause such opinion or the written advice referred to in the following sentence to be delivered within 15 days following request therefor from the Company. In the event that CS First Boston Corporation advises the Company and Parent in writing that it is unable to deliver such opinion, the Company shall be entitled to terminate this Agreement pursuant to Section 7.01(f), if such termination is approved by the Board of Directors of the Company. For purposes of this Agreementthe foregoing, "Material Transaction" means (i) the issuance by Parent of more than 90,000,000 "common stock equivalents" (one common stock equivalent being equal to one share of Parent Common Stock, including any share of Parent Common Stock issuable by Parent upon conversion, exercise or exchange of any other capital stock, warrant or other security or right of Parent, any Parent Subsidiary or any other controlled affiliate of Parent) in any single transaction or in any series of individual transactions (excluding (A) any transaction involving an exchange by Parent on a one-for-one basis of newly issued shares of Parent Series L Preferred Stock for outstanding shares of Parent Series C Preferred Stock and (B) any transaction contemplated by the elective merger letter agreement dated as of September 22, 1995, between Parent and LMC, if, in the case of this clause (B), such transaction is not reasonably likely to (1) cause the satisfaction of any condition set forth in Article VI to be delayed in any material respect or (2) make the satisfaction of any such condition materially more difficult or costly or otherwise more disadvantageous to the Company, Parent or Holdco in any material respect)transactions, each of which involves the issuance of more than 20,000,000 common stock equivalents, whether or not such individual transactions are related to each other, or (ii) the sale or other disposition in any transaction or series of transactions, whether or not related to each other, by Parent or any Parent Subsidiary of any business or assets with an aggregate fair market value in excess of $3,500,000,000, excluding from such amount (x) sales of inventory in the ordinary course of business consistent with prior practice and (y) the sale or disposition, in a single transaction or series of related transactions, of assets with an aggregate fair market value of $500,000,000 or less. The fair market value of any cable television systems disposed of by Parent or any Parent Subsidiary in exchange for cable television systems owned by third parties shall be included in such amount only to the extent, if any, in excess of the fair market value of the cable televisions systems acquired in such exchange by Parent or any Parent Subsidiary.