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<br />(c) The Company will notify Parent promptly (Out in no event later than 24 hours)
<br />after receipt by the Company (or any of its advisors) of any Acquisition Proposal, or of any request
<br />(other than in the ordinary course of business and not related to an Acquisition Proposal) for non-
<br />public information relating to the Company or any other Company Entity or for access to the
<br />properties, books or records of the Company or any other Company Entity by any Person who is
<br />known to be considering making, or has made, an Acquisition Proposal. The Company shall provide
<br />such notice orally and in writing and shall identifY the Person making, and the terms and conditions
<br />of, any such Acquisition Proposal, indication or request. The Company shall keep Parent fully
<br />informed, on a prompt basis (but in any event no later than 24 hours), of the status and details of any
<br />such Acquisition Proposal, indication or request. The Company shall, and shall cause the other
<br />Company Entities and the directors, employees and other agents of the Company and the other
<br />Company Entities to, cease immediately and cause to be terminated all activities, discussions or
<br />negotiations, if any, with any Persons conducted prior to the date hereof with respect
<br />to any Acquisition Proposal.
<br />
<br />(d) The Company will take all action to (i) render the Company Rights
<br />Agreement inapplicable to the Merger and the other transactions contemplated by this Agreement,
<br />and (ii) provide that (A) neither Parent nor any Parent Subsidiary, including Merger Sub, shall be
<br />deemed an "Acquiring Person" (as defined in the Company Rights Agreement) as a result of this
<br />Agreement or any of the transactions contemplated hereby, and (B) no "Distribution Date" (as
<br />defined in the Company Rights Agreement) shall be deemed to have occurred as a result of this
<br />Agreement or any ofthe transactions contemplated hereby.
<br />
<br />Section 5.6
<br />
<br />Consents.
<br />
<br />(a) Receipt of Consents. Subject to the terms and conditions of this Agreement,
<br />the Company and Parent will cooperate with each other and use their reasonable best efforts to
<br />promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things
<br />necessary, proper or advisable under applicable laws and regulations to consummate the transactions
<br />contemplated by this Agreement as soon as practicable, including, without limitation, preparing and
<br />filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions,
<br />statements, registrations, submissions of information, applications and other documents, (ii) obtain
<br />and maintain all approvals, consents, registrations, permits, authorizations and other confirmations
<br />required to be obtained from any third party that are necessary, proper or advisable to consummate
<br />the Merger and the other transactions contemplated by this Agreement and (iii) obtain and maintain
<br />waivers of all purchase Rights (as defined below). Subject to applicable laws relating to the
<br />exchange of information, the Company and Parent shall have the right to review in advance, and to
<br />the extent practicable each will consult the other on, all the information relating to the Company
<br />Entities and Parent, as the case may be, that appears in any filing made with, or written materials
<br />submitted to, any third party and/or any Governmental Authority in connection with the Merger and
<br />the other transactions contemplated by this Agreement. Within five Business Days of the date
<br />hereof, the Company will provide to Parent a true and complete list of all Franchise Consents, all
<br />License Consents and all rights that any Person may have under the terms of the Franchises to
<br />purchase all or any portion of a Cable System as a result of the transactions contemplated hereby
<br />
<br />A Tl/90584-8
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