Common use of Put Right Closing Clause in Contracts

Put Right Closing. (i) The closing of the exercise of the Put Right (the “Put 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(a)(i), and (y) the final determination of the Put Purchase Price pursuant to Section 2.1(c) hereof. The Put Right Closing shall occur at the place designated in the Put Exercise Notice. The requirement for a Final Order may be waived by NBCU in its sole discretion. (ii) At the Put 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 Put Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Put Exercise Notice) plus 100 basis points on the Put Purchase Price for the period from the date of the delivery of the Put Exercise Notice through the date of the Put 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 Put 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 Put 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 Put Right Closing. CIG shall furnish necessary account information to NBCU in writing at least two Business Days prior to the date of the Put Right Closing.

Put Right Closing. (i) The closing of the exercise of the Put Right (the “Put Right Closing”) shall take place no later than the fifth three (3) Business Day Days 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(a)(i), and (y) the final determination delivery of the Put Purchase Price pursuant to Section 2.1(c) hereof. The Put Right Closing Exercise Notice and shall occur at the place designated in the Put Exercise Notice. The requirement for a Final Order may be waived by NBCU in its sole discretion. (ii) At the Put Right Closing, (x) CIG NBCU shall cause NBC Palm Beach I to deliver to NBCU or its designated Affiliate the Company 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) the Company shall deliver to NBCU shall pay by wire transfer in immediately available funds (or such Affiliate of NBCU as NBCU may designate) certificates for shares of Series D Convertible Preferred or Series G Convertible Preferred, as the case may be, equal to the account or accounts specified by CIG (A) the Put Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of Exercise Price in such denominations set forth in the Put Exercise Notice) plus 100 basis points ; provided, however, in the event that on the Put Purchase Price for the period from the date of the delivery of the Put Exercise Notice through the date of or prior to the Put Right Closing, minus a Mandatory Conversion Event (Cas defined in the Series D Convertible Preferred Stock Certificate of Designation or the Series G Convertible Preferred Stock Certificate of Designation, as the case may be) has occurred, the value Company shall deliver to NBCU (or such Affiliate of dividends and NBCU as NBCU may designate) certificates for such number of shares of such other distributions that are paid in cash or in property, if any, and received by CIG and its Affiliates after the date security of the delivery Company that NBCU would have received as a result of the Put 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 Put 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 Mandatory Conversion Event if NBCU had exercised the Put Right Closing. CIG shall furnish necessary account information to NBCU in writing at least two Business Days immediately prior to the date occurrence of the Put Right ClosingMandatory Conversion Event.

Put Right Closing. (i) The closing of the exercise of the Put Right (the “Put 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(a)(i), and (y) the final determination sale of the Put Purchase Price Units pursuant to this Section 2.1(c12.2 shall be made on a date within ninety (90) hereof. The days of the Put Right Value Determination Date (the “Put Closing Date”) and, to the extent applicable, shall occur at be made after giving effect to the place designated in the Derivative Equity Interest Exercise made by each Selling Put Exercise NoticeRight Member. The requirement for a Final Order may be waived by NBCU in its sole discretion. (ii) At the Put Right Closing, which shall be at a place and time reasonably selected by the Person purchasing Put Units at such closing, (xi) CIG each of the Selling Put Right Members shall (A) if applicable, effect the Derivative Equity Interest Exercise in accordance with such Selling Put Right Member’s Derivative Equity Interest Exercise Notice delivered pursuant to Section 12.2(b) hereof, (B) execute and deliver such documents as shall be reasonably requested by the Persons purchasing such Member’s Put Units in order to NBCU or its designated Affiliate certificates representing vest full beneficial and record ownership of all of such Put Units then owned by such Member in the Subject SecuritiesPersons purchasing such Put Units, duly endorsed and (C) represent and warrant to the Persons purchasing such Put Units (in blank or accompanied addition to such other customary representations and warranties requested by stock or similar powers duly executed in blank, with all necessary stock transfer stamps or similar instruments, as applicable, affixed thereto, the Persons purchasing such Put Units) that such Put Units are being transferred to such Persons free and clear of all Liens liens, encumbrances and interests or rights of other than Permitted LiensPersons (except as provided in this Agreement, the Buy/Sell Agreement or the Radio One Change of Control Agreement), and (yii) NBCU each Person purchasing Put Units shall pay make payment to each Selling Put Right Member in an amount equal to the number of Put Units being acquired from such Member by such Person multiplied by the Final Fair Market Value of such Put Units, such payment to be made (at such purchaser’s option) (1) by wire transfer in of immediately available funds to the an account or accounts specified in writing by CIG (A) the Put Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Put Exercise Notice) plus 100 basis points on the Put Purchase Price for the period from the date of the delivery of the Put Exercise Notice through the date of the each Selling Put Right ClosingMember, minus (C2) the value of dividends and other distributions that are paid in cash or in propertysubject to Section 12.9, if any, and received by CIG and its Affiliates after the date of the delivery of the Put Exercise Notice with respect to purchases by Comcast or Radio One and at the Subject Securitiesoption of each such Person, plus accrued interest at a rate per annum equal to LIBOR (on the delivery date issuance of the Put Exercise Notice) plus 100 basis points on most widely held class of common stock of Comcast Corporation and/or Radio One, Inc. (based upon the value average closing prices for a share of such received dividends and distributions for common stock during the period from the date of the distribution through the date of the Put Right Closing. CIG shall furnish necessary account information to NBCU in writing at least ten (10) consecutive trading days ending two Business Days days prior to the date of the Put Right Closing), which shares of common stock, except as otherwise provided in Section 12.2(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 (3) subject to Section 12.9, with respect to purchases by Comcast or Radio One and at the option of such Person, any combination of the foregoing; provided that, except as otherwise provided in Section 12.9 with respect to DIRECTV, each Selling Put Right Member receives from Comcast and Radio One, as applicable, the same proportionate amount of cash and common stock as payment for the Put Units sold by each Selling Put Right Member (except in the event that the issuance of common stock of Comcast Corporation or Radio One, Inc. to any Selling Put 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 Selling Put Right Members to which common stock is issued, in which case such Selling Put Right Member may receive its entire purchase price in cash while other Selling Put Right Members receive all or a portion of their purchase price in common stock (but not a greater amount of common stock than such Selling Put Right Members would have otherwise received)). The right to issue common stock of (I) Comcast Corporation as payment at the Put 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 Put 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 Put Right Closing, Comcast and Radio One may assign all or any portion of its respective purchase rights under this Section 12.2(d) to an Affiliate of such Person. In the event that any of the Selling Put Right Members fails to fully satisfy or be in a position to fully satisfy its obligations to sell the Put Units at the Put Right Closing (each, a “Put Right Defaulting Person”) and such Put Right Closing does not occur, (1) so long as Comcast and/or Radio One have fully satisfied or are in a position to fully satisfy all of their conditions and obligations at the Put Right Closing in connection with such Put Right Closing, the Put Right Defaulting Person shall reimburse (or in the event there is more than one Put Right Defaulting Person, the Put Right Defaulting Persons shall reimburse in proportion to the relative Put Units to be sold by each Put Right Defaulting Person at the Put Right Closing) Comcast and/or Radio One for their actual and reasonable out of pocket expenses incurred (not to exceed $200,000.00 in the aggregate for Comcast and/or Radio One) in connection with the Put Right Closing (provided that such reimbursement shall not constitute, or be deemed to be, an admission of liability by the Put Right Defaulting Person(s)), and (2) any Put Right Defaulting Person’s rights but not obligations to participate in such Put Right Closing shall automatically and irrevocably terminate. Following the Put Closing Date, in the event that (x) all of the Series A Preferred Units held by the Put Right 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).