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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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            prospectus is required to be delivered under the Securities Act,
            that such Shelf Registration Statement, prospectus, prospectus
            amendment or supplement or post-effective amendment does not conform
            in all material respects to the applicable requirements of the
            Securities Act and the Trust Indenture Act and the rules and
            regulations of the Commission thereunder, or contains an untrue
            statement of a material fact or omits to state any material fact
            required to be stated therein or necessary to make the statements
            therein not misleading in light of the circumstances then existing;

                     (ix) use their reasonable best efforts to obtain the
            withdrawal of any order suspending the effectiveness of such
            registration statement or any post-effective amendment thereto as
            soon as practicable;

                     (x) if requested by any managing underwriter or
            underwriters, any placement or sales agent or any Electing Holder,
            promptly incorporate in a prospectus supplement or post-effective
            amendment such information as is required by the applicable rules
            and regulations of the Commission, and as such managing underwriter
            or underwriters, such agent or such Electing Holder specifies should
            be included therein relating to the terms of the sale of such
            Registrable Securities, including information (i) with respect to
            the principal amount of Registrable Securities being sold by such
            Electing Holder or agent or to any underwriters, the name and
            description of such Electing Holder, agent or underwriter, the
            offering price of such Registrable Securities, and any discount,
            commission or other compensation payable in respect thereof and the
            purchase price being paid therefor by such underwriters and (ii)
            with respect to any other material terms of the offering of the
            Registrable Securities to be sold by such Electing Holder or agent
            or to such underwriters; and make all required filings of such
            prospectus supplement or post-effective amendment upon notification
            of the matters to be incorporated in such prospectus supplement or
            post-effective amendment;

                     (xi) furnish to each Electing Holder, each placement or
            sales agent, if any, therefor, each underwriter, if any, thereof and
            the respective counsel referred to in Section 3(d)(vi) hereof an
            executed copy (or, in the case of an Electing Holder, a conformed
            copy) of such Shelf Registration Statement, each such amendment and
            supplement thereto (in each case including all exhibits thereto (in
            the case of an Electing Holder of Registrable Securities, upon
            request) and documents incorporated by reference therein) and such
            number of copies of such Shelf Registration Statement (excluding
            exhibits thereto and documents incorporated by reference therein
            unless specifically so requested by such Electing Holder, agent or
            underwriter, as the case may be) and of the prospectus included in
            such Shelf Registration Statement (including each preliminary
            prospectus and any summary prospectus), in conformity