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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 06/01/2015|
The Charter Investment Agreement will terminate upon certain customary events, including, but not limited to, (i) the termination of the Mergers Agreement in accordance with its terms and (ii) with respect to (x) Liberty, upon a material breach by Charter or New Charter, and (y) Charter and New Charter, upon a material breach by Liberty, in each case subject to certain cure rights.
TWC Voting Agreement
Pursuant to the TWC Voting Agreement, at any special or annual meeting (or in connection with any written consent) of the Issuers stockholders, the Reporting Person has agreed to vote all shares of the Issuer beneficially owned by the Reporting Person (the Covered Shares) in favor of the approval of the Mergers Agreement, the Parent Merger, the issuance of the New Charter Shares, the exchange contemplated by the Charter Contribution Agreement, the New Charter Investment contemplated by the Charter Investment Agreement, the approval of the Second Amended and Restated Stockholders Agreement and the other transactions contemplated by the Mergers Agreement, and against any corporate action which, if consummated, would reasonably be expected to prevent or delay the consummation of the transactions contemplated by the Mergers Agreement.
The Reporting Person also agrees, from the date of the TWC Voting Agreement until its termination, that (x) it will not transfer any of its shares of Common Stock, subject to limited exceptions, and (y) it will vote its Covered Shares (or deliver a consent with respect to its Covered Shares) against any Parent Acquisition Proposal (as defined in the Mergers Agreement), or any transaction that would have constituted a Parent Acquisition Proposal if the Mergers Agreement were then in effect. However, if the Mergers Agreement is terminated (i) by the Issuer or TWC due to the Issuers failure to obtain stockholder approvals for, among other things, the transactions contemplated by the Mergers Agreement (the Parent Stockholder Approvals) or (ii) by TWC due to (x) an intentional and material breach by the Issuer of the non-solicitation provision in the Mergers Agreement which results in a third party making a Parent Acquisition Proposal that would materially interfere with or delay the transactions contemplated by the Mergers Agreement or (y) the intentional failure of the Issuer to duly call a meeting of its stockholders no later than 40 days after the effective date of its Registration Statement for the purpose of obtaining the Parent Stockholder Approvals, then, in each case, the restrictions set forth in the previous sentence will continue to apply for a period of six months following such termination of the Mergers Agreement. The Reporting Person also agreed, subject to limited exceptions, to comply with the non-solicitation provisions contained in the Mergers Agreement which apply to the Issuer.
The TWC Voting Agreement will automatically terminate upon the earlier to occur of (i) the closing of the transactions contemplated by the Mergers Agreement and (ii) the termination of the Mergers Agreement in accordance with its terms (subject to termination of the Mergers Agreement under certain circumstances, as described above).
Charter Contribution Agreement
Pursuant to the Charter Contribution Agreement, on the Closing Date, the Reporting Person and LIC will exchange, in a tax-free transaction, a number of shares of TWC common stock held by each company for shares of Merger Sub 1 (Liberty Company Surviving Corporation Shares), which, pursuant to the TWC Transactions, will ultimately result in each of the Reporting Person and LIC receiving one New Charter Share for each share of TWC common stock so exchanged, subject to certain limitations (the Exchange). The Reporting Person and LIC will be entitled to exchange a number of shares of TWC common stock equal to up to 110% of the number of shares of TWC common stock held by such companies as of the date of the Charter Contribution Agreement.
The Charter Contribution Agreement contains customary representations and warranties and covenants, including that the Issuer, New Charter and Merger Sub 1 will not amend the Mergers Agreement in a way that is reasonably likely to (i) result in a reduction in the number of Liberty Company Surviving Corporation Shares received by the Reporting Person and LIC in the Exchange or (ii) affect the tax-free nature of the TWC Transactions (such covenants, the Contribution Covenants). In addition, the Charter Contribution Agreement provides that the boards of directors of Charter and New Charter will take such action as is necessary to cause the exemption of the acquisition of the shares received in the Exchange (and the New Charter Shares to be received in the TWC Transactions with respect to such shares received in the Exchange) by the Reporting Person and by LIC