TCI Owners means the corporations that are members of the TCI Partner as of the time of consummation of the transactions contemplated by the Contribution Agreement and any subsequent corporations that become members as permitted in accordance with the terms of this Agreement.
The Purchase Price to be paid for the stock in the TCI Owners shall be equal to the amount derived from multiplying the remaining portion of the Applicable Percentage of the TCI Partner (following the redemption of a portion of the Partnership Interest of the TCI Partner), by the Discounted Fair Market Value of the Partnership (reflecting the businesses of the Partnership following the distribution of the Redemption Systems).
Each Partner (and TCI Parent, on behalf of the owners of the stock in the TCI Owners) agrees to use its commercially reasonable efforts to cooperate in obtaining any regulatory or material third party approvals necessary to consummate such transaction as promptly as possible.
Thereafter, the Adelphia Partners (or an Affiliate or designee thereof) shall acquire all of the stock in the TCI Owners in a Reorganization.
In such an acquisition, the Purchase Price to be paid for the stock in the TCI Owners shall equal the Purchase Price set forth in Section 13.1.4(b).
Without limiting the generality of the foregoing, as a condition of any Transfer of stock in the owners of the stock in the TCI Owners or the TCI Owners permitted hereunder, TCI Parent shall have delivered to the Adelphia General Partner an instrument executed by such transferee, in form and substance reasonably satisfactory to the Adelphia General Partner, evidencing the agreement of such transferee to be bound by all applicable provisions of this Agreement, including this Section 12.3 and Section 13.