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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      amount in excess of the amount by which the dollar amount of the proceeds
      received by such holder from the sale of any Registrable Securities (after
      deducting any fees, discounts and commissions applicable thereto) exceeds
      the amount of any damages which such holder has otherwise been required to
      pay by reason of such untrue or alleged untrue statement or omission or
      alleged omission, and no underwriter shall be required to contribute any
      amount in excess of the amount by which the total price at which the
      Registrable Securities underwritten by it and distributed to the public
      were offered to the public exceeds the amount of any damages which such
      underwriter has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Securities Act) shall be entitled to contribution from any person who
      was not guilty of such fraudulent misrepresentation. The holders' and any
      underwriters' obligations in this Section 6(d) to contribute shall be
      several in proportion to the principal amount of Registrable Securities
      registered or underwritten, as the case may be, by them and not joint.

            (e) The obligations of the Issuers under this Section 6 shall be in
      addition to any liability which the Issuers may otherwise have and shall
      extend, upon the same terms and conditions, to each officer, director and
      partner of each holder, agent and underwriter and each person, if any, who
      controls any holder, agent or underwriter within the meaning of the
      Securities Act; and the obligations of the holders and any agents or
      underwriters contemplated by this Section 6 shall be in addition to any
      liability which the respective holder, agent or underwriter may otherwise
      have and shall extend, upon the same terms and conditions, to each officer
      (including any officer who signed any registration statement), director,
      employee, representative or agent of the Issuers and to each person, if
      any, who controls the Issuers within the meaning of the Securities Act.

            7.       Underwritten Offerings.

            (a) Selection of Underwriters. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Issuers.

            (b) Participation by Holders. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

            8.       Rule 144.