Common use of Guaranteed Merger Consideration Adjustment Clause in Contracts

Guaranteed Merger Consideration Adjustment. Parent guarantees that the Shareholders will, at Closing, receive shares of Common Stock of TCA Cable TV, Inc. ("Parent Common Stock") with a total market value at Closing equal to or greater than the Preliminary Merger Consideration, regardless of whether the Ten Day Average Price of Parent's Common Stock is below $50.00 per share (the "Guaranteed Merger Consideration"). Additionally, Parent guarantees that after Closing, in the event the merger agreement between Parent and Cox ▇▇▇munications, Inc., dated May 11, 1999 (the "Cox-TCA Merger Agreement") is terminated, and that following the announcement of such termination the price of Parent's Common Stock drops, Parent will deliver additional Parent Common Stock to the Shareholders such that the Shareholders will have the Guaranteed Merger Consideration.

Guaranteed Merger Consideration Adjustment. Parent guarantees that the Shareholders will, at Closing, receive shares of Common Stock of TCA Cable TV, Inc. ("Parent Common Stock") with a total market value at Closing Closing, equal to or greater than the Preliminary Merger Consideration, regardless of whether the Ten Day Average Price of Parent's Common Stock is below $50.00 per share (the "Guaranteed Merger Consideration"). Additionally, Parent guarantees that after Closing, in the event the merger agreement between Parent and Cox ▇▇▇munications, Inc., dated May 11, 1999 (the "Cox-TCA Merger Agreement") is terminated, and that following the announcement of such termination the price of Parent's Common Stock drops, Parent will deliver additional Parent Common Stock to the Shareholders such that the Shareholders will have the Guaranteed Merger Consideration.