Common use of Derivative Equity Interest Exercise Clause in Contracts

Derivative Equity Interest Exercise. No later than the 10th day following the DTV Put Right Determination Date, each 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 a Derivative Equity Interest Exercise Notice to the Network, Comcast and Radio One. Any Units issued pursuant to such Derivative Equity Interest Exercise, together with all other Units offered for sale by the Selling DTV Put Right Members shall be referred to herein as “DTV Put Units.” If a Selling DTV Put Right Member holding a Derivative Equity Interest shall fail to make a Derivative Equity Interest Exercise within such ten-day period then, subject to the last sentence of this Section 12.8(b), (i) such 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 Derivative Equity Interest Exercise with respect to such Selling DTV Put Right Member’s Derivative Equity Interests at any time, (ii) the Network (and Comcast or Radio One, as applicable) shall not be required to purchase any Units issuable upon such Derivative Equity Interest Exercise of such Selling DTV Put Right Member, and (iii) upon the consummation of the DTV Put Right Closing, 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 Put Right Closing does not occur on the DTV Put Closing Date, or such other time as the Network, Comcast, Radio One and the Selling DTV Put Right Members shall agree (but in no event more than ninety (90) days after the DTV Put Closing Date) then (A) any Derivative Equity Interest Exercise Notice delivered by a Selling DTV Put Right Member pursuant to the first sentence of this Section 12.8(b) shall be deemed to be rescinded and shall have no force and effect, and (B) the right of all Selling DTV Put Right Members holding Derivative Equity Interests (including without limitation all such Selling DTV Put Right Members who failed to deliver a 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 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 DTV Put Right Value Determination Date, each 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 a Derivative Equity Interest Exercise Notice to the Network, Comcast and Radio One. Any Units issued pursuant to such Derivative Equity Interest Exercise, together with all other Units offered for sale by the Selling DTV Put Right Members shall be referred to herein as “DTV Put Units.” If a Selling DTV Put Right Member holding a Derivative Equity Interest shall fail to make a Derivative Equity Interest Exercise within such ten-day period then, subject to the last sentence of this Section 12.8(b12.2(b), (i) such 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 Derivative Equity Interest Exercise with respect to such Selling DTV Put Right Financial Member’s Derivative Equity Interests at any time, (ii) the Network (and Comcast or Radio One, as applicable) shall not be required to purchase any Units issuable upon such Derivative Equity Interest Exercise of such Selling DTV Put Right Member, and (iii) upon the consummation of the DTV Put Right Closing, 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 Put Right Closing does not occur on the DTV Put Closing Date, or such other time as the Network, Comcast, Radio One and the Selling DTV Put Right Members shall agree (but in no event more than ninety (90) days after the DTV Put Closing Date) then (A) any Derivative Equity Interest Exercise Notice delivered by a Selling DTV Put Right Member pursuant to the first sentence of this Section 12.8(b12.2(b) shall be deemed to be rescinded and shall have no force and effect, and (B) the right of all Selling DTV Put Right Members holding Derivative Equity Interests (including without limitation all such Selling DTV Put Right Members who failed to deliver a 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 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 DTV Put Right Determination Datedelivery by the Investment Banks of their determination of the Final Fair Market Value, each Selling DTV Put Right DIRECTV 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 a Derivative Equity Interest Exercise Notice written notice to the Network, Comcast and Radio OneOne (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 such any DTV Derivative Equity Interest Exercise, together with all other Units offered for sale owned by the Selling DTV Put Right Members DIRECTV Member, shall be referred to herein as “DTV Put Call Units.” If a Selling DTV Put Right DIRECTV Member holding a Derivative Equity Interest shall fail to make deliver a DTV Derivative Equity Interest Exercise Notice within such ten-day period period, then, subject to the last sentence of this Section 12.8(b12.7(b), (iA) such Selling DTV Put Right 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 such Selling DTV Put Right Member’s any Derivative Equity Interests at any timeheld by such DIRECTV Member, (iiB) the Network Comcast and Radio One (and Comcast or Radio Onethe Network, as applicablein the event of a DTV Redemption Closing) shall not be required to purchase any Units issuable upon such any DTV Derivative Equity Interest Exercise of such Selling DTV Put Right DIRECTV Member, and (iiiC) upon the consummation of the DTV Put 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 Put Call Right Closing or DTV Redemption Closing does not occur on within ninety (90) days after the Initial DTV Put Closing Call Meeting Date, or such other time as the Network, Comcast, Radio One and the Selling DTV Put Right DIRECTV Members shall agree (but in no event more than ninety one hundred eighty (90180) days after the Initial DTV Put Closing Call Meeting Date) ), then (Ay) any DTV Derivative Equity Interest Exercise Notice delivered by a Selling DTV Put Right DIRECTV Member pursuant to the first sentence of this Section 12.8(b12.7(b) shall be deemed to be rescinded and shall have no force and effect, and (Bz) the right of all Selling DTV Put Right DIRECTV Members holding Derivative Equity Interests (including without limitation all such Selling DTV Put Right 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 DTV Put Right Determination Datedelivery by the Investment Banks of their determination of the Final Fair Market Value, each Selling DTV Put Call 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 a Derivative Equity Interest Exercise Notice written notice to the Network, Comcast and Radio OneOne (the “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 “Derivative Equity Interest Exercise”). Promptly following the delivery of a Derivative Equity Interest Exercise Notice, such Call Right Member shall execute any other documents and agreements requested by the Network to effect such Derivative Equity Interest Exercise. Any Units issued pursuant to such any Derivative Equity Interest Exercise, together with all other Units offered for sale owned by the Selling DTV Put Call Right Members Member, shall be referred to herein as “DTV Put Call Units.” If a Selling DTV Put Call Right Member holding a Derivative Equity Interest shall fail to make deliver a Derivative Equity Interest Exercise Notice within such ten-day period period, then, subject to the last sentence of this Section 12.8(b12.1(b), (iA) such Selling DTV Put 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 Derivative Equity Interest Exercise with respect to such Selling DTV Put Right Member’s any Derivative Equity Interests at any timeheld by such Call Right Member, (iiB) the Network Comcast and Radio One (and Comcast or Radio Onethe Network, as applicablein the event of a Redemption Closing) shall not be required to purchase any Units issuable upon such any Derivative Equity Interest Exercise of such Selling DTV Put Call Right Member, and (iiiC) upon the consummation of the DTV Put Call Right Closing or 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 Put Call Right Closing or Redemption Closing does not occur on within ninety (90) days after the DTV Put Closing Initial Meeting Date, or such other time as the Network, Comcast, Radio One and the Selling DTV Put Call Right Members shall agree (but in no event more than ninety one hundred eighty (90180) days after the DTV Put Closing Initial Meeting Date) ), then (Ay) any Derivative Equity Interest Exercise Notice delivered by a Selling DTV Put Call Right Member pursuant to the first sentence of this Section 12.8(b12.1(b) shall be deemed to be rescinded and shall have no force and effect, and (Bz) the right of all Selling DTV Put Call Right Members holding Derivative Equity Interests (including without limitation all such Selling DTV Put Call Right Members who failed to deliver a 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 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.