1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Company Entity that, in their current form and without regard to the transactions contemplated by this Agreement, would grant to such Persons the ability to purchase or otherwise receive stock in any of the Company Entities at any time. (k) Emnlovee Agreements. The Company has delivered or made available to Parent (i) copies of all employment agreements with officers and employees of any of the Company Entities involving payments in excess of $1 00,000, (ii) copies of any material severance agreements and plans of the Company Entities with or relating to their employees; and (iii) copies of all material plans and agreements of the Company Entities with or relating to their employees; that contain change in control provisions. Schedule 3.22 sets forth a list of all employee agreements described in this Section 3 .22(k ). Section 3.23 Antitakeover Statutes and Rights AQIeement. (a) The Company has taken all action necessary to exempt the Merger and this Agreement and the transactions contemplated hereby from the restrictions of Part 13 of the TBCA. No other Texas antitakeover or similar Texas statute or regulation applies or purports to apply to this Agreement or any of the transactions contemplated hereby. No "control share acquisition," "fair price," "moratorium" or other antitakeover laws or regulations enacted under Texas or federal laws apply to this Agreement or any of the transactions contemplated hereby. (b) The Company and the board of directors of the Company have taken all necessary action, without the payment of any consideration to the holders of rights under the Company Rights Agreement or to any other PeTSon, to (i) render the Company Rights Agreement inapplicable to the Merger and the other transactions contemplated by this Agreement and the V oting Agreement, and (ii) provide that (A) neither Parent nor any Parent Subsidiary, including Merger Sub, shall be deemed an "Acquiring Person" (as defined in the Company Rights Agreement) as a result of the execution, delivery and performance ofthis Agreement, the Voting Agreement or any ofthe transactions contemplated hereby or thereby, and (B) no "Distribution Date" (as defined in the Company Rights Agreement) shall be deemed to have occurred as a result of this Agreement or any of the transactions contemplated hereby. Section 3.24 Vote Reauired. The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the transactions contemplated hereby is the affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock (the "Companv Shareholders' Approval"). Section 3.25 Year 2000 Compliance. All computer software programs, including all source code, object code and documentation related thereto, hardware, databases, and embedded control systems (collectively, the "Comnuter Svstems") used by any Company Entity are Year 2000 Compliant, except where the failure to be Year 2000 Compliant would not reasonably be expected to have a Company Material Adverse Effect. For purposes of this Agreement, "Year 2000 Compliant" means that the Computer Systems (i) accurately process date and time data (including calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first A TII90584.8 26