Common use of The Tender Offer Clause in Contracts

The Tender Offer. (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or change.

The Tender Offer. (a) CIG shall (i) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Pxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or change.

The Tender Offer. (a) CIG shall Provided that none of the events set forth in clauses (i) through (xi) of Annex D shall have occurred or be continuing, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on at a time satisfactory to it after the Commencement Date Effective Date; provided that at least five (5) Business Days’ notice shall have been provided to the Company. The obligation of Purchaser to accept for payment the Remaining Shares of the Preferred Stock tendered pursuant to the Tender Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least such number of the Remaining Shares of Senior Preferred Stock and the Remaining Shares of Junior Preferred Stock, which, together with the shares of the Senior Preferred Stock and the Junior Preferred Stock to be purchased by Purchaser pursuant to the Senior Preferred Stock Purchase Agreements and the Junior Preferred Stock Purchase Agreement, represents at least 90% of the outstanding shares of each of the Senior Preferred Stock and Junior Preferred Stock, respectively, and (ii) cause the satisfaction of each of the other conditions set forth in Annex D hereto. Purchaser expressly reserves the right to waive any such condition (except as expressly provided otherwise in Annex D hereto), to increase the price per share payable in the Tender Offer, and to make any other changes in the terms and conditions of the Tender Offer; provided, however, that no change may be made which decreases the price per share payable in the Tender Offer or which imposes conditions to remain open until the twentieth Tender Offer in addition to those set forth in Annex D hereto. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Tender Offer (i) for one or more periods of not more than 20 Business Day after such Days each beyond the scheduled expiration date, which initially shall be 20 Business Days following the commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” ”), if, at any scheduled expiration of the Tender Offer, any of the conditions to Purchaser’s obligation to accept for payment the Remaining Shares of the Preferred Stock, shall not be satisfied or waived and together with (ii) for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof, or the American Stock Exchange (“AMEX”) applicable to the Tender Offer (any expiration time and date established pursuant to any extension permitted hereunderof the Tender Offer under this Agreement, as so extended, the “Tender Offer Expiration Date”). CIG Purchaser shall be obligated to accept for payment and pay for shares all Remaining Shares of Class A Common the Preferred Stock validly tendered and not withdrawn promptly following the acceptance of the Remaining Shares of the Preferred Stock for payment pursuant to the Tender Offer, . Notwithstanding the immediately preceding sentence and subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position applicable rules of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant Offer, Purchaser expressly reserves the right to this Section 3.01(a), delay payment for the Company and Remaining Shares of the NBCU Entities Preferred Stock in order to comply in whole or in part with applicable Laws. Any such delay shall cooperate be effected in compliance with CIG in making any filings or amendments required by the DGCL, Rule 14e-1(c) under the Exchange Act. Purchaser may extend the Tender Offer after the acceptance of the Remaining Shares of the Preferred Stock thereunder for a further period of time by means of a subsequent offering period of not more than 20 Business Days to meet the objective that there be validly tendered, in accordance with the Securities Act terms of the Tender Offer, prior to the expiration of the Tender Offer (as so extended), and not withdrawn a number of the Remaining Shares of Senior Preferred Stock and the Remaining Shares of Junior Preferred Stock, which, together with the shares of the Senior Preferred Stock and the shares of the Junior Preferred Stock to be purchased by Purchaser pursuant to the Senior Preferred Stock Purchase Agreements and the Junior Preferred Stock Purchase Agreement, represents at least 90% of the outstanding shares of each of the Senior Preferred Stock and the Junior Preferred Stock, respectively. If any payment of the Tender Offer Price is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing the Preferred Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of any payment of the Tender Offer Price to a Person other applicable Lawthan the registered holder of the certificate surrendered, or as otherwise may shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. No dividends, whether or not declared, will be necessary to effect such amendment or changepaid by Purchaser on any shares of Preferred Stock tendered into the Tender Offer.

The Tender Offer. (a) CIG shall Provided that none of the events set forth in clauses (i) through (xi) of Annex C hereto shall have occurred or be continuing, Purchaser shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on at a time satisfactory to it after the Commencement Date date hereof; provided that at least five (5) Business Days’ notice shall have been provided to the Company. The obligation of Purchaser to accept for payment the Remaining Shares of the Preferred Stock tendered pursuant to the Tender Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least such number of the Remaining Shares of Senior Preferred Stock and the Remaining Shares of Junior Preferred Stock, which, together with the shares of the Senior Preferred Stock and the Junior Preferred Stock to be purchased by Purchaser pursuant to the Senior Preferred Stock Purchase Agreements and the Junior Preferred Stock Purchase Agreement, represents at least 90% of the outstanding shares of each of the Senior Preferred Stock and Junior Preferred Stock, respectively, and (ii) cause the satisfaction of each of the other conditions set forth in Annex C hereto. Purchaser expressly reserves the right to waive any such condition (except as expressly provided otherwise in Annex C hereto), to increase the price per share payable in the Tender Offer, and to make any other changes in the terms and conditions of the Tender Offer; provided, however, that no change may be made which decreases the price per share payable in the Tender Offer or which imposes conditions to remain open until the twentieth Tender Offer in addition to those set forth in Annex C hereto. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Tender Offer (i) for one or more periods of not more than 20 Business Day after such Days each beyond the scheduled expiration date, which initially shall be 20 Business Days following the commencement of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” ”), if, at any scheduled expiration of the Tender Offer, any of the conditions to Purchaser’s obligation to accept for payment the Remaining Shares of the Preferred Stock, shall not be satisfied or waived and together with (ii) for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof, or the American Stock Exchange (“AMEX”) applicable to the Tender Offer (any expiration time and date established pursuant to any extension permitted hereunderof the Tender Offer under this Agreement, as so extended, the “Tender Offer Expiration Date”). CIG Purchaser shall be obligated to accept for payment and pay for shares all Remaining Shares of Class A Common the Preferred Stock validly tendered and not withdrawn promptly following the acceptance of the Remaining Shares of the Preferred Stock for payment pursuant to the Tender Offer, . Notwithstanding the immediately preceding sentence and subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position applicable rules of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes to the terms and conditions of the Tender Offer pursuant Offer, Purchaser expressly reserves the right to this Section 3.01(a), delay payment for the Company and Remaining Shares of the NBCU Entities Preferred Stock in order to comply in whole or in part with applicable Laws. Any such delay shall cooperate be effected in compliance with CIG in making any filings or amendments required by the DGCL, Rule 14e-1(c) under the Exchange Act. Purchaser may extend the Tender Offer after the acceptance of the Remaining Shares of the Preferred Stock thereunder for a further period of time by means of a subsequent offering period of not more than 20 Business Days to meet the objective that there be validly tendered, in accordance with the Securities Act terms of the Tender Offer, prior to the expiration of the Tender Offer (as so extended), and not withdrawn a number of the Remaining Shares of Senior Preferred Stock and the Remaining Shares of Junior Preferred Stock, which, together with the shares of the Senior Preferred Stock and the shares of the Junior Preferred Stock to be purchased by Purchaser pursuant to the Senior Preferred Stock Purchase Agreements and the Junior Preferred Stock Purchase Agreement, represents at least 90% of the outstanding shares of each of the Senior Preferred Stock and the Junior Preferred Stock, respectively. If any payment of the Tender Offer Price is to be made to a Person other than the Person in whose name the surrendered certificate formerly evidencing the Preferred Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of any payment of the Tender Offer Price to a Person other applicable Lawthan the registered holder of the certificate surrendered, or as otherwise may shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. No dividends, whether or not declared, will be necessary to effect such amendment or changepaid by Purchaser on any shares of Preferred Stock tendered into the Tender Offer.

The Tender Offer. (a) CIG Provided that none of the events set forth in Annex A hereto shall have occurred or be existing, as soon as practicable (ibut in no event later than fifteen business days from the public announcement of the terms of this Agreement) Ford shall cause Parent to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement Offer. The initial expiration date of the Tender Offer or, as set forth in this Section 3.01(a), such other later shall be the twentieth business day from and after the date as CIG, the NBCU Entities and the Company may agree Tender Offer is commenced (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG shall be obligated The obligation of Ford to cause Parent to commence the Tender Offer and to accept for payment and pay for shares of Class A Common Stock validly Shares tendered pursuant to the Tender Offer, Offer shall be subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”)hereto, any of which conditions may be waived by Parent in its sole discretion. CIG shall have Parent expressly reserves the right to amend or make changes to the terms and conditions of the Tender Offer; provided, however, that, without the prior written consent of the Company, Company (expressed in a resolution adopted by both the NBCU Entities Special Committee and the Xxxxxx StockholdersBoard), CIG Parent shall not do any of the following: (Ai) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (Bii) impose any additional conditions to the Tender Offer other than the Tender Offer Conditions from those set forth in Annex A hereto, or (Ciii) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares Shares. The Company agrees that no Shares held by the Company or any subsidiary of Class A Common Stockthe Company will be tendered pursuant to the Tender Offer. Notwithstanding anything in this Agreement to the contrary, CIG without the consent of the Company, Parent shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date forin the following events: (1i) from time to time if, at the Initial Expiration Date (or extended expiration date of the Tender Offer, if applicable), any of the conditions to the Tender Offer shall not have been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Lawlaw; (iii) for an aggregate period not to exceed ten business days (for all such extensions), and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position if all of the SEC or the staff thereof applicable conditions to the Tender Offer are satisfied or waived but the number of Shares validly tendered and not withdrawn is insufficient to result in Parent owning at least ninety percent of the then outstanding number of Shares; or (yiv) the waiting period requirements applicable pursuant to an amendment to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted providing for payment as a “subsequent offering period” (as such term is defined not to exceed twenty business days to the extent permitted under, and in compliance with, Rule 14d-1(g)(8) 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Following the satisfaction or waiver of the conditions to the Tender Offer, Ford shall cause Parent to accept for payment, in accordance with Rule 14d-11 the terms of the Exchange Act (a “Subsequent Period”); providedTender Offer, that upon the request of the Company, CIG shall extend all Shares validly tendered pursuant to the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes withdrawn as soon as it is permitted to the terms and conditions of the Tender Offer do so pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or changelaw.

The Tender Offer. (a) CIG Provided that none of the events ---------------- set forth in Annex A hereto shall have occurred or be existing, as soon as practicable but in no event (iunless otherwise agreed by the Company acting through the Special Committee) later than the ninth business day following the date of this Agreement, Parent shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until the twentieth Business Day after such commencement Offer. The initial expiration date of the Tender Offer or, as set forth in this Section 3.01(a), such other later shall be the twentieth business day from and after the date as CIG, the NBCU Entities and the Company may agree Tender Offer is commenced (the “Tender Offer "Initial Expiration Date” and together with any extension permitted hereunder, "). The obligation of Parent to commence the “Tender Offer Expiration Date”). CIG shall be obligated and to accept for payment and pay for shares of Class A Common Stock validly Shares tendered pursuant to the Tender Offer, Offer shall be subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”)hereto, any of which conditions may be waived by Parent in its sole discretion. CIG shall have Parent expressly reserves the right to amend or make changes to the terms and conditions of the Tender Offer; provided, however, that, without the prior written consent of the Company, Company (expressed in a resolution adopted by both the NBCU Entities Special Committee and the Xxxxxx StockholdersCompany's Board of Directors), CIG Parent shall not do any of the following: (Ai) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (Bii) impose any additional conditions to the Tender Offer other than from those set forth in Annex A hereto, (iii) reduce the number of Shares subject to the Tender Offer Conditions Offer, or (Civ) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common StockShares. The Company agrees that no Shares held by the Company will be tendered pursuant to the Tender Offer. Notwithstanding anything in this Agreement to the contrary, CIG without the consent of the Company, Parent shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date forin the following events: (1i) from time to time if, at the Initial Expiration Date (or extended expiration date of the Tender Offer, if applicable), any of the conditions to the Tender Offer shall not have been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up law; or (iii) pursuant to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable an amendment to the Tender Offer or providing for a "subsequent offering period" not to exceed twenty business days to the extent permitted under, and in compliance with, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (y) the waiting period requirements applicable to "Exchange Act"). In addition, if at any scheduled expiration date of the Tender Offer under any of the HSR Act. CIG may extend conditions of the Tender Offer beyond the date on which shares have not been satisfied or waived by Parent but are reasonably capable of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); providedbeing satisfied, that upon the request of the Company, CIG Parent shall extend the Tender Offer for one such Subsequent Periodten calendar days from the then-scheduled expiration date of the Tender Offer; provided, further, provided that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods Parent shall not exceed one. To the extent CIG amends or makes changes be obligated to the terms and conditions of extend the Tender Offer pursuant to this Section 3.01(a)sentence more than once. Following the satisfaction or waiver of the conditions to the Tender Offer, Parent shall accept for payment, in accordance with the Company terms of the Tender Offer, all Shares validly tendered pursuant to the Tender Offer and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other not withdrawn as soon as it is permitted to do so pursuant to applicable Law, or as otherwise may be necessary to effect such amendment or changelaw.

The Tender Offer. (a) CIG The Tender Offer shall have been declared wholly unconditional on behalf of U.K. Acquisition, without any amendment, supplement, modification or waiver or decision not to invoke any of the terms or conditions thereof contained in the Press Release and the related Tender Offer documentation, unless consented to by the Required Lenders, other than (i) commence (within any amendments, supplements, modifications, waivers or decisions not to invoke which in the meaning aggregate are not material in the context of Rule 14d-2 under the Exchange Act) the Tender Offer on (it being understood that mere extensions of the Commencement Date time periods with respect to the Tender Offer shall not be deemed to be material for these purposes, and that any increase in the aggregate purchase price shall in any event require the consent of the Required Lenders) and (ii) the failure to invoke a condition because the Panel has directed that it may not do so (the Lenders hereby acknowledging that, under the Takeovers Code, U.K. Acquisition may not invoke any condition of the Tender Offer so as to cause the Tender Offer to remain open until lapse unless the twentieth Business Day after circumstances which give rise to the right to invoke such commencement condition are of material significance to U.K. Acquisition in the context of the Tender Offer), provided that with respect to the minimum acceptance condition set forth in the Press Release and the related Tender Offer documentation, unless acceptances with respect to 90% of the Target Shares that are the subject of the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIGhave been received by U.K. Acquisition prior to the Initial Funding Date, the NBCU Entities and the Company may agree (the “Tender Offer Initial Expiration Date” and together with any extension permitted hereunder, the “Tender Offer Expiration Date”). CIG Borrower shall be obligated to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant have demonstrated to the Tender Offer, subject only to the reasonable satisfaction or waiver of each of the conditions set forth in Annex A (the “Tender Offer Conditions”). CIG shall have the right Required Lenders that there is no reasonable basis to amend or make changes to the terms of the Tender Offer; provided, however, that, without the prior written consent of the Company, the NBCU Entities and the Xxxxxx Stockholders, CIG shall not do any of the following: (A) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (B) impose any conditions to the Tender Offer other than the Tender Offer Conditions or (C) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. Notwithstanding anything in this Agreement to the contrary, CIG shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date for: (1) any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (2) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Tender Offer or (y) the waiting period requirements applicable to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment as a “subsequent offering period” (as such term is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and believe that the total number of Subsequent Periods shall not exceed one. To acceptances that will be eventually received during the extent CIG amends or makes changes period beginning on the date when the Tender Offer documentation is posted to holders of Target Shares to and including the terms and conditions date falling four months thereafter will be less than 90% of the Target Shares that are the subject of the Tender Offer pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or changeOffer.

The Tender Offer. (a) CIG Provided that none of the events set forth in Annex A hereto shall have occurred or be existing and provided that this Agreement shall not have been terminated in accordance with Article 9 hereof , as soon as reasonably practicable (i) but in no event later than fifteen Business Days from the public announcement of the terms of this Agreement), Parent shall cause Purchaser to commence (within the meaning Tender Offer. The initial expiration date of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until shall be the twentieth Business Day from and after such commencement of the date the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree is commenced (the “Tender Offer "Initial Expiration Date” and together with any extension permitted hereunder, "). The obligation of Parent to cause Purchaser to commence the “Tender Offer Expiration Date”). CIG shall be obligated and to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, Offer shall be subject only to the satisfaction or waiver of each of the conditions set forth in Annex A (hereto, any of which conditions may be waived by Purchaser in its sole discretion. The conditions to the “Tender Offer Conditions”)set forth in Annex A are for the sole benefit of Parent and Purchaser and may be asserted by Parent and Purchaser regardless of the circumstances giving rise to any such condition. CIG shall have Purchaser expressly reserves the right to amend or make changes to the terms and conditions of the Tender Offer; provided, however, that, without the prior written consent of the Company, Company (expressed in a resolution adopted by both the NBCU Entities Special Committee and the Xxxxxx StockholdersBoard), CIG Purchaser shall not do any of the following: (Ai) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (Bii) impose any additional conditions to the Tender Offer other than the Tender Offer Conditions from those set forth in Annex A hereto, or (Ciii) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. The Company agrees that no shares of Common Stock held by the Company will be tendered pursuant to the Tender Offer. Notwithstanding anything in this Agreement to the contrary, CIG without the consent of the Company, Purchaser shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date forin the following events: (1i) from time to time if, at the Initial Expiration Date (or extended expiration date of the Tender Offer, if applicable), any of the conditions to the Tender Offer shall not have been satisfied or waived; (ii) for any period required by applicable law or regulation including, without limitation, by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable thereof; (iii) for an aggregate period not to exceed twenty Business Days (for all such extensions), if all of the conditions to the Tender Offer are satisfied or waived but the number of shares of Common Stock validly tendered and not withdrawn is insufficient to result in Purchaser owning at least ninety percent of the then outstanding number of shares of Common Stock on a fully-diluted basis (without giving effect to the exercise of the Warrants); or (2iv) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up pursuant to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable an amendment to the Tender Offer providing for a "subsequent offering period" not to exceed twenty Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the satisfaction or (y) waiver of the waiting period requirements applicable conditions to the Tender Offer, Parent shall cause Purchaser to accept for payment, in accordance with the terms of the Tender Offer, all shares of Common Stock validly tendered pursuant to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment and not withdrawn as a “subsequent offering period” (soon as such term it is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes permitted to the terms and conditions of the Tender Offer do so pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or changelaw.

The Tender Offer. (a) CIG Provided that none of the events set forth in ANNEX A hereto shall have occurred or be existing and provided that this Agreement shall not have been terminated in accordance with Article 9 hereof , as soon as reasonably practicable (i) but in no event later than fifteen Business Days from the public announcement of the terms of this Agreement), Parent shall cause Purchaser to commence (within the meaning Tender Offer. The initial expiration date of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until shall be the twentieth Business Day from and after such commencement of the date the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree is commenced (the “Tender Offer "Initial Expiration Date” and together with any extension permitted hereunder, "). The obligation of Parent to cause Purchaser to commence the “Tender Offer Expiration Date”). CIG shall be obligated and to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, Offer shall be subject only to the satisfaction or waiver of each of the conditions set forth in Annex ANNEX A (hereto, any of which conditions may be waived by Purchaser in its sole discretion. The conditions to the “Tender Offer Conditions”)set forth in ANNEX A are for the sole benefit of Parent and Purchaser and may be asserted by Parent and Purchaser regardless of the circumstances giving rise to any such condition. CIG shall have Purchaser expressly reserves the right to amend or make changes to the terms and conditions of the Tender Offer; providedPROVIDED, howeverHOWEVER, that, without the prior written consent of the Company, Company (expressed in a resolution adopted by both the NBCU Entities Special Committee and the Xxxxxx StockholdersBoard), CIG Purchaser shall not do any of the following: (Ai) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (Bii) impose any additional conditions to the Tender Offer other than the Tender Offer Conditions from those set forth in ANNEX A hereto, or (Ciii) otherwise amend the Tender Offer in a manner that would materially and adversely affect the holders of shares of Class A Common Stock. The Company agrees that no shares of Common Stock held by the Company will be tendered pursuant to the Tender Offer. Notwithstanding anything in this Agreement to the contrary, CIG without the consent of the Company, Purchaser shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date forin the following events: (1i) from time to time if, at the Initial Expiration Date (or extended expiration date of the Tender Offer, if applicable), any of the conditions to the Tender Offer shall not have been satisfied or waived; (ii) for any period required by applicable law or regulation including, without limitation, by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable thereof; (iii) for an aggregate period not to exceed twenty Business Days (for all such extensions), if all of the conditions to the Tender Offer are satisfied or waived but the number of shares of Common Stock validly tendered and not withdrawn is insufficient to result in Purchaser owning at least ninety percent of the then outstanding number of shares of Common Stock on a fully-diluted basis (without giving effect to the exercise of the Warrants); or (2iv) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up pursuant to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable an amendment to the Tender Offer providing for a "subsequent offering period" not to exceed twenty Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Following the satisfaction or (y) waiver of the waiting period requirements applicable conditions to the Tender Offer, Parent shall cause Purchaser to accept for payment, in accordance with the terms of the Tender Offer, all shares of Common Stock validly tendered pursuant to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment and not withdrawn as a “subsequent offering period” (soon as such term it is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes permitted to the terms and conditions of the Tender Offer do so pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or changelaw.

The Tender Offer. (a) CIG Provided that none of the events set forth in ANNEX A hereto shall have occurred or be existing and provided that this Agreement shall not have been terminated in accordance with Article 9 hereof, as soon as reasonably practicable (i) but in no event later than fifteen Business Days from the public announcement of the terms of this Agreement), Parent shall cause Purchaser to commence (within the meaning Tender Offer. The initial expiration date of Rule 14d-2 under the Exchange Act) the Tender Offer on the Commencement Date and (ii) cause the Tender Offer to remain open until shall be the twentieth Business Day from and after such commencement of the date the Tender Offer or, as set forth in this Section 3.01(a), such other later date as CIG, the NBCU Entities and the Company may agree is commenced (the “Tender Offer "Initial Expiration Date” and together with any extension permitted hereunder, "). The obligation of Parent to cause Purchaser to commence the “Tender Offer Expiration Date”). CIG shall be obligated and to accept for payment and pay for shares of Class A Common Stock validly tendered pursuant to the Tender Offer, Offer shall be subject only to the satisfaction or waiver of each of the conditions set forth in Annex ANNEX A (hereto, any of which conditions may be waived by Purchaser in its sole discretion. The conditions to the “Tender Offer Conditions”)set forth in ANNEX A are for the sole benefit of Parent and Purchaser and may be asserted by Parent and Purchaser regardless of the circumstances giving rise to any such condition. CIG shall have Purchaser expressly reserves the right to amend or make changes to the terms and conditions of the Tender Offer; providedPROVIDED, howeverHOWEVER, that, without the prior written consent of the Company, Company (expressed in a resolution adopted by both the NBCU Entities Special Committee and the Xxxxxx StockholdersBoard), CIG Purchaser shall not do any (i) waive the Minimum Condition (as defined in ANNEX A), (ii) reduce the number of shares of Common Stock subject to the following: Tender Offer, (Aiii) extend the Tender Offer, (iv) decrease the Offer Price or change the form of consideration to be paid in the Tender Offer, (Bv) impose any additional conditions to the Tender Offer other than the Tender Offer Conditions or from those set forth in ANNEX A hereto, (Cvi) otherwise amend the Tender Offer in a manner that would materially and adversely affect any of the holders of shares of Class A Common StockStock other than Parent, Purchaser or any of their respective Affiliates or (vii) impose additional conditions to the Tender Offer other than such conditions required by applicable law. The Company agrees that no shares of Common Stock held by the Company will be tendered pursuant to the Tender Offer. Notwithstanding anything in this Agreement to the contrary, CIG without the consent of the Company, Purchaser shall have the right to extend the Tender Offer beyond the Tender Offer Initial Expiration Date forin the following events: (1i) from time to time if, at the Initial Expiration Date (or extended expiration date of the Tender Offer, if applicable), any of the conditions to the Tender Offer shall not have been satisfied or waived; (ii) for any period required by applicable law or regulation including, without limitation, by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable thereof; (iii) if all of the conditions to the Tender Offer are satisfied or waived but the number of shares of Common Stock validly tendered and not withdrawn is insufficient to result in Purchaser owning at least ninety percent of the then outstanding number of shares of Common Stock on a fully-diluted basis; or (2iv) any period required by applicable Law, and upon the Company’s request, CIG shall extend the Tender Offer beyond the Tender Offer Initial Expiration Date for one period of up pursuant to 30 days for the purpose of satisfying (x) the requirements under any rule, regulation, interpretation or position of the SEC or the staff thereof applicable an amendment to the Tender Offer providing for a "subsequent offering period" to the extent permitted under, and in compliance with, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that the Tender Offer shall not be extended more than twenty (20) Business Days, in the aggregate, beyond the Initial Expiration Date under any or (y) all of the waiting period requirements applicable above circumstances. Following the satisfaction or waiver of the conditions to the Tender Offer, Parent shall cause Purchaser to accept for payment, in accordance with the terms of the Tender Offer, all shares of Common Stock validly tendered pursuant to the Tender Offer under the HSR Act. CIG may extend the Tender Offer beyond the date on which shares of Class A Common Stock are first accepted for payment and not withdrawn as a “subsequent offering period” (soon as such term it is defined in Rule 14d-1(g)(8) under the Exchange Act in accordance with Rule 14d-11 of the Exchange Act (a “Subsequent Period”); provided, that upon the request of the Company, CIG shall extend the Tender Offer for one such Subsequent Period; provided, further, that no Subsequent Period shall be less than three Business Days nor more than 20 Business Days and that the total number of Subsequent Periods shall not exceed one. To the extent CIG amends or makes changes permitted to the terms and conditions of the Tender Offer do so pursuant to this Section 3.01(a), the Company and the NBCU Entities shall cooperate with CIG in making any filings or amendments required by the DGCL, the Exchange Act, the Securities Act or any other applicable Law, or as otherwise may be necessary to effect such amendment or changelaw.