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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
      as the Issuers furnishes an amended or supplemented prospectus pursuant to
      Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
      and each prospectus (including any summary prospectus) contained therein
      or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then
      amended or supplemented, will conform in all material respects to the
      requirements of the Securities Act and the Trust Indenture Act and the
      rules and regulations of the Commission thereunder and will not contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances then existing; provided,
      however, that this covenant shall not apply to any statements or omissions
      made in reliance upon and in conformity with information furnished in
      writing to the Issuers by a holder of Registrable Securities expressly for
      use therein.

            (b) Any documents incorporated by reference in any prospectus
      referred to in Section 5(a) hereof, when they become or became effective
      or are or were filed with the Commission, as the case may be, will conform
      or conformed in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and none of such
      documents will contain or contained an untrue statement of a material fact
      or will omit or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that this covenant shall not apply to any statements or
      omissions made in reliance upon and in conformity with information
      furnished in writing to the Issuers by a holder of Registrable Securities
      expressly for use therein.

            (c) The compliance by the Issuers with all of the provisions of this
      Exchange and Registration Rights Agreement and the consummation of the
      transactions herein contemplated will not conflict with or result in a
      material breach of any of the terms or provisions of, or constitute a
      default under, any indenture, mortgage, deed of trust, loan agreement,
      lease, license, franchise agreement, permit or other material agreement or
      instrument to which either of the Issuers or any of their subsidiaries is
      a party or by which either of the Issuers or any of their subsidiaries is
      bound or to which any of the property or assets of the Issuers or any of
      their subsidiaries is subject, nor will such action result in any
      violation of the provisions of the certificate of formation or limited
      liability company agreement of the Company or the certificate of
      incorporation or bylaws of Charter Capital or any statute or any order,
      rule or regulation of any court or governmental agency or body, including
      without limitation, the Communications Act of 1934, as amended, the Cable
      Communications Policy Act of 1984, as amended, the Cable Television
      Consumer Protection and Competition Act of 1992, as amended, and the
      Telecommunications Act of 1996 (collectively, the "Cable Acts") or any
      order, rule or regulation of the Federal Communications Commission (the
      "FCC"), having jurisdiction over the Issuers or any of their subsidiaries
      or any of their properties, except for any such violation which would not
      materially impair the Issuers' ability to comply herewith; and no consent,
      approval,