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<br />"Company Common Stock" means the Common Stock, par value $.01 per share, of the <br />Company. <br /> <br />"Company Entities" means the COp1pany and the Subsidiaries of the Company, all of which <br />are listed on Schedule 3.2 (a). <br /> <br />"Company Material Adverse Effect" means a material adverse change in the financial <br />condition or financial results of operations of the Company Entities, taken as a whole, other than any <br />change (i) arising out of matters of a general economic nature or matters affecting the cable <br />television industry generally, including, without limitation, (A) competition arising from new or <br />existing technology or caused by or arising from other multiple channel distribution services or <br />systems and from (B) litigation, legislation, rule making or regulations or (ii) resulting directly or <br />primarily from the announcement or other disclosure or consummation of the transactions <br />contemplated by this Agreement. <br /> <br />"Company Rights Agreement" means the Rights Agreement, dated as of January 15, 1998, <br />between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. <br /> <br />"Company SEC Reports" is defined in Section 3.4(a). <br /> <br />"Company Shareholders' Approval" is defined in Section 3.24. <br /> <br />"Company Shareholders' Meeting" is defined in Section 5.4(a). <br /> <br />"Computer Systems" is defined in Section 3.25. <br /> <br />"Copyright Act" is defined in Section 3 .12( a), <br /> <br />"Confidentiality Agreement" is defined in Section 5.5(a)(iv). <br /> <br />"Consideration" is defined in Section 2.2(c), <br /> <br />"Contracts" means each lease, contract, agreement or instrument to which any of the <br />Company Entities is a party or to or by which any of the Company Entities is subject or bound as <br />the date hereof. <br /> <br />"Daily Closing Stock Price" means, with respect to any NYSE trading day, the amount <br />obtained by multiplying the trading volume of the Parent Class A Common Stock on the NYSE for' <br />such day by the closing sales price. regular way (or, if there is no such closing sales price of the <br />Parent Class A Common Stock on such day, the last bid price of the Parent Class A Common Stock <br />on such day.) <br /> <br />"DGCL" means the Delaware General Corporation Law. <br /> <br />ATI/90584-8 <br /> <br />A-3 <br />