Restrictions on Solicitation of Votes. The Stockholder and the Issuer shall reasonably consult with each other no less than 60 days prior to the making of any solicitation of votes of the Adelphia Claimants with respect to a Final Distribution and shall use commercially reasonable efforts to determine, based on clear statements made by the staff of the Commission, a final order of the Bankruptcy Court or an opinion of counsel, whether the Section 1145 Exemption is available. The Stockholder, the Issuer and their respective Affiliates shall not make and shall not cause to be made any solicitation of a vote of Adelphia Claimants with respect to the Final Distribution unless either (i) the Final Registration Statement covering such Final Distribution and the related solicitation of the votes of Adelphia Claimants is effective (or, to the extent permitted by securities laws and regulations, filed) at the time of such solicitation, or (ii) the Stockholder and the Issuer have reasonably determined, based on clear statements made by the staff of the Commission, a final order of the Bankruptcy Court or an opinion of counsel to the effect that the Section 1145 Exemption is available.
Appears in 6 contracts
Samples: Registration Rights and Sale Agreement (Comcast Corp), Registration Rights and Sale Agreement (Adelphia Communications Corp), Asset Purchase Agreement (Adelphia Communications Corp)
