1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Affiliates from effectively controlling in any material respect the business or operations of such Person or any of its Affiliates. Section 5.4 Comuanv ShareholdeTS' Meeting. (a) The Company shall cause a meeting of its shareholders to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger (the "COffiPanv Shareholders' Meeting"). In connection with the Company Shareholders' Meeting, the Company will (i) subject to Section 5.4(b), use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement, the Merger and the other transactions contemplated hereby and (ii) otherwise comply with all Legal Requirements applicable to such meeting. (b) The board of directors of the Company shall not withdraw, or modifY in a manner adverse to Parent, its recommendation to its shareholdeTS unless (i) the Company has complied with the terms of Section 5.5 in all material respects, including, without limitation, the requirement in Section 5.5(c) that it notifY Parent promptly after its receipt of any Acquisition Proposal, (ii) the board of directors of the Company determines in good faith on the basis of the advice of the Company's outside counsel, that it must take such action to comply with its fiduciary duties under applicable Legal Requirements, (iii) in the case of a withdrawal, modification or change that occurs in the Initial Period, a Superior Proposal is pending at the time the Board of Directors determines to take any such action and (iv) in the case of a withdrawal, modification or change that occurs after the Initial Period, the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action and describing its reasons for taking such action (such notice to be delivered not less than two days prior to the time such action is taken). Unless this Agreement is previously terminated in accordance with Article Nine, the Company shall submit this Agreement to its shareholders at the Company Shareholders' Meeting even if the board of directors of the Company determines at any time after the date hereof that it is no longer advisable or recommends that the Company shareholders reject it. Section 5.5 No Solicitation. (a) The Company will not, and will cause the other Company Entities and the officers, directors, employees, investment bankers, attorneys, accountants, consultants or other agents or advisors of the Company Entities not to, directly or indirectly: (i) take any action to solicit, initiate, facilitate or encourage the submission of any Acquisition Proposal; (ii) other than in the ordinary course of business and not related to an Acquisition Proposal or other than as permitted under clause (iv) below, engage in any discussions or negotiations with, or disclose any non-public information relating to any Company Entity or afford access to the properties, books or records of any Company Entity A Tl/90584-8 36