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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/29/2015
Entire Document
 


Section 9.14 Certain Definitions. As used in this Agreement, the following terms have the meanings ascribed thereto below:

Action” means any action, suit, claim, arbitration, proceeding, inquiry or investigation, by or before any Governmental Entity.

Affiliate” means any Person that Controls, is Controlled by or is under common Control with the Person specified. Solely for purposes of this Agreement, neither New Charter nor the Company shall not be deemed to be an Affiliate of Purchaser or any of its Affiliates, and neither Purchaser nor any of its Affiliates shall be deemed to be an Affiliate of the Company or New Charter.

Aggregate Purchase Price” has the meaning set forth in the recitals to this Agreement.

Agreement” has the meaning set forth in the preamble to this Agreement.

Amended and Restated Stockholders Agreement” means the Amended and Restated Stockholders Agreement, dated as of the date hereof, by and among the Company, New Charter, Purchaser, and Advance/Newhouse Partnership.

Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by Law or executive order to close.

Closing” has the meaning set forth in Section 1.1(b) of this Agreement.

Closing Date” means the date of closing of the transactions contemplated by the Mergers Agreement.

Common Stock” has the meaning set forth in the recitals to this Agreement.

Company” has the meaning set forth in the preamble to this Agreement.

Company Common Stock” has the meaning set forth in Section 3.1(b) of this Agreement.

Contribution Agreement” means the Contribution Agreement, dated as of March 31, 2015, among Advance/Newhouse Partnership, A/NPC Holdings LLC, the Company, New Charter and Charter Communications Holdings, LLC, as may be amended.

Control” means the power, directly or indirectly, to direct the management and policies of a Person, whether by ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” have correlative meanings.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (as in effect on the date of this Agreement).

Exchange Act Reports” has the meaning set forth in Section 3.1(e) of this Agreement.

 

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