METHOD OF DISPOSITION. THE SALE OF DEMAND REGISTRABLE SECURITIES
PURSUANT TO THE DEMAND REGISTRATION STATEMENT SHALL BE MADE SOLELY BY MEANS OF A
SINGLE FIRM-COMMITMENT UNDERWRITTEN PUBLIC OFFERING.
(D)
REVOCATION OF DEMAND REGISTRATION. DURING THE TERM OF THIS
AGREEMENT, THE STOCKHOLDER MAY REVOKE THE DEMAND REGISTRATION PRIOR TO THE
EFFECTIVE DATE OF THE DEMAND REGISTRATION STATEMENT; PROVIDED THAT SUCH REVOKED
DEMAND REGISTRATION SHALL COUNT AS THE DEMAND REGISTRATION FOR PURPOSES OF THIS
AGREEMENT UNLESS THE STOCKHOLDER HAS PROMPTLY REIMBURSED THE ISSUER FOR ALL
REGISTRATION EXPENSES ARISING FROM, IN CONNECTION WITH OR RELATING TO, SUCH
REVOKED DEMAND REGISTRATION; PROVIDED, FURTHER, THAT (I) THE STOCKHOLDER MAY
REVOKE THE DEMAND REGISTRATION FOLLOWING THE FILING OF THE DEMAND REGISTRATION
STATEMENT ONLY ON ONE OCCASION DURING THE TERM OF THIS AGREEMENT, AND (II) ONCE
THE "ROAD SHOW" IN RESPECT OF THE DEMAND SALE PURSUANT TO THE DEMAND
REGISTRATION HAS COMMENCED, IF THE STOCKHOLDER REVOKES THE DEMAND REGISTRATION,
THE ISSUER SHALL NOT BE OBLIGATED TO RESUME SUCH "ROAD SHOW" THAT HAS COMMENCED
OR TO ATTEND OR PARTICIPATE IN ANY OTHER "ROAD SHOW" IN RESPECT OF THE DEMAND
REGISTRATION. UPON THE REVOCATION OF THE DEMAND REGISTRATION, THE ISSUER SHALL
BE PERMITTED TO WITHDRAW THE DEMAND REGISTRATION STATEMENT AND SHALL HAVE NO
FURTHER OBLIGATION OR OTHER LIABILITY PURSUANT TO THIS SECTION 4.2 WITH RESPECT
TO SUCH DEMAND REGISTRATION.
(E)
FINANCIAL INFORMATION REQUIREMENT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, THE ISSUER SHALL NOT HAVE ANY OBLIGATION TO REGISTER
THE DEMAND REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 4.2 IF ADELPHIA FAILS
TO SATISFY THE FINANCIAL INFORMATION REQUIREMENT.
(F)
REDUCTION OF DEMAND REGISTRABLE SECURITIES. NOTWITHSTANDING THE
FOREGOING, IF THE STOCKHOLDER HAS REQUESTED A DEMAND REGISTRATION IN ACCORDANCE
WITH SECTION 4.2(A), AND THE NUMBER OF DEMAND REGISTRABLE SECURITIES THE
STOCKHOLDER IS PERMITTED TO INCLUDE IN THE OFFERING COVERED BY SUCH DEMAND
REGISTRATION IS REDUCED, PURSUANT TO SECTION 6.9 AND/OR THE COMCAST LETTER
AGREEMENT, TO BELOW 50% OF THE NUMBER OF DEMAND REGISTRABLE SECURITIES
ORIGINALLY REQUESTED BY THE STOCKHOLDER BECAUSE OF THE INCLUSION OF SHARES OF
CLASS A COMMON STOCK HELD BY ANOTHER STOCKHOLDER OF THE ISSUER, THE STOCKHOLDER
SHALL BE ENTITLED TO MAKE A REQUEST FOR ANOTHER DEMAND REGISTRATION PURSUANT TO
THIS SECTION 4.2.
15
4.3
Final Registration.
(A)
EFFECTIVE FINAL REGISTRATION. SUBJECT TO ANY LOCK-UP AGREEMENTS,
IF AT ANY TIME EITHER (X) ANY PARTY TO THIS AGREEMENT SHALL REASONABLY DETERMINE
THAT THE SECTION 1145 EXEMPTION IS NOT AVAILABLE TO EFFECT THE DISTRIBUTION
(COINCIDENT WITH THE EFFECTIVE DATE OF ANY REMAINDER PLAN) OF THE THEN REMAINING
REGISTRABLE SECURITIES (THE "FINAL REGISTRABLE SECURITIES"), BASED ON AN ORDER
OF THE BANKRUPTCY COURT, CLEAR STATEMENTS MADE BY THE STAFF OF THE COMMISSION OR
THE INABILITY OF
COUNSEL TO SUCH PARTY TO DELIVER AN OPINION TO THE EFFECT THAT
THE SECTION 1145 EXEMPTION IS AVAILABLE, AND WITH THE CONCURRENCE OF THE OTHER
PARTIES HERETO (WHICH CONCURRENCE SHALL NOT BE UNREASONABLY WITHHELD) (PROVIDED
THAT AS PROMPTLY AS PRACTICABLE FOLLOWING SUCH DETERMINATION, SUCH PARTY SHALL
PROVIDE THE OTHER PARTY WITH WRITTEN NOTICE OF SUCH DETERMINATION