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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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            facilitate the timely preparation and delivery of certificates
            representing Registrable Securities to be sold, which certificates,
            if so required by any securities exchange upon which any Registrable
            Securities are listed, shall be penned, lithographed or engraved, or
            produced by any combination of such methods, on steel engraved
            borders, and which certificates shall not bear any restrictive
            legends; and, in the case of an underwritten offering, enable such
            Registrable Securities to be in such denominations and registered in
            such names as the managing underwriters may request at least two
            business days prior to any sale of the Registrable Securities;

                     (xv) provide a CUSIP number for all Registrable Securities,
            not later than the applicable Effective Time;

                     (xvi) enter into one or more underwriting agreements,
            engagement letters, agency agreements, "best efforts" underwriting
            agreements or similar agreements, as appropriate, including
            customary provisions relating to indemnification and contribution,
            and take such other actions in connection therewith as any Electing
            Holders of at least 20% in aggregate principal amount of the
            Registrable Securities at the time outstanding shall request in
            order to expedite or facilitate the disposition of such Registrable
            Securities;

                     (xvii) whether or not an agreement of the type referred to
            in Section 3(d)(xvi) hereof is entered into, and whether or not any
            portion of the offering contemplated by the Shelf Registration is an
            underwritten offering or is made through a placement or sales agent
            or any other entity, (A) make such representations and warranties to
            the Electing Holders and the placement or sales agent, if any,
            therefor and the underwriters, if any, thereof in form, substance
            and scope as are customarily made in connection with an offering of
            debt securities pursuant to any appropriate agreement or to a
            registration statement filed on the form applicable to the Shelf
            Registration; (B) obtain an opinion of counsel to the Issuers in
            customary form, subject to customary limitations, assumptions and
            exclusions, and covering such matters, of the type customarily
            covered by such an opinion, as the managing underwriters, if any, or
            as any Electing Holders of at least 20% in aggregate principal
            amount of the Registrable Securities at the time outstanding may
            reasonably request, addressed to such Electing Holder or Electing
            Holders and the placement or sales agent, if any, therefor and the
            underwriters, if any, thereof and dated the date of the Effective
            Time of such Shelf Registration Statement (and if such Shelf
            Registration Statement contemplates an underwritten offering of a
            part or all of the Registrable Securities, dated the date of the
            closing under the underwriting agreement relating thereto) (it being
            agreed that the matters to be covered by such opinion shall include
            the matters set forth in paragraphs (b) and (d) of Section 7 of the
            Purchase Agreement to the extent applicable to an offering of this
            type); (C) obtain a "cold comfort" letter or letters from the
            independent certified public accountants of the Issuers addressed to