Value Adjustments. (a) If after the Cablevision Valuation Period has concluded, the Share Value exceeds the BHC Closing Value, B2HC shall distribute to RMG LLC, and RMG LLC shall contribute to BHC, demand promissory notes of B2HC in an amount sufficient to cause the BHC Closing Value to equal the Share Value; provided, however, that the aggregate principal amount of the B2HC demand promissory notes shall be capped at an amount that reduces RHMI's tax basis in B2HC to zero. If the Share Value continues to exceed the BHC Closing Value after giving effect to the demand promissory note distribution, then B2HC shall distribute to RMG LLC, and RMG LLC shall contribute to BHC, a portion of the B2HC Bravo Interest sufficient to cause the BHC Closing Value to equal the Share Value. If the value of the demand promissory notes and the B2HC Bravo Interest is greater than 10% of the value of B2HC, Section 2.07 of the Agreement shall apply. (b) If after the Cablevision Valuation Period has concluded, the Share Value is less than the BHC Closing Value, BHC shall distribute to RMG LLC, and RMG LLC shall contribute to B2HC, demand promissory notes of BHC in an amount sufficient to cause the BHC Closing Value to equal the Share Value; provided, however, that the aggregate principal amount of the demand promissory notes shall be capped at an amount that reduces RMHI's basis in BHC to zero. If the BHC Closing Value continues to exceed the Share Value after giving effect to the demand promissory note distribution, then BHC shall distribute to RMG LLC, and RMG LLC shall contribute to B2HC, a portion of the BHC Bravo Interest sufficient to cause the BHC Closing Value to equal the Share Value.
Appears in 2 contracts
Sources: Merger Agreement (Cablevision Systems Corp /Ny), Merger Agreement (General Electric Co)