1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Material Adverse Effect or that would have a material adverse effect on the ability of the Company to consummate the transactions hereunder. Section 7.4 Absence of Proceedings. All waiting periods required under the HSR Act shall have expired or otherwise terminated prior to the Closing; no Governmental Authority (including, without limitation, any federal or state court of competent jurisdiction) shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgement, injunction or other order (whether temporary, preliminary or permanent), in any case that is in effect and that prevents or prohibits consummation of the Merger or any other transactions contemplated in this Agreement; and no judgment or order shall have been issued, and no action or proceeding shall have been instituted by any Governmental Authority on or prior to the Closing that has or would have if successful a Company Material Adverse Effect, a Parent Material Adverse Effect or that would prevent the consummation of the transactions contemplated by this Agreement in the manner provided in this Agreement. Section 7.5 Tax Ouinion. The Company shall have received an opinion from the Company's tax counsel dated as of the Effective Date to the effect that, if the Merger is consummated in accordance with the provisions of this Agreement, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Section 7.6 Shareholder Auproval. The Company Shareholders' Approval shall have been obtained in accordance with applicable Legal Requirements and the articles of incorporation and bylaws of the Company and the provisions of Section 5.4 hereof. Section 7.7 Recistration Statement. The Registration Statement shall have been declared effective and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing. Section 7.8 Listing of Parent Class A Common Stock on NYSE. The shares of Parent Class A Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance. Section 7.9 Exchange Fund. Parent shall have delivered to the Exchange Agent the Exchange Fund as provided in Section 2.5(a). ARTICLE EIGHT CLOSING Section 8.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Dow, Lohnes & Albertson, PLLC, One Ravinia Drive, Suite 1600, Atlanta, Georgia 30346, at 10:00 a.m., local time, on the date specified by Parent by notice to the Company, which specified date shall be no later than five Business Days after (i) the A TI/90584-8 46