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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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      Commission policy or interpretations are changed such that the Exchange
      Notes received by holders, other than Restricted Holders, in the Exchange
      Offer in exchange for Registrable Securities are not or would not be, upon
      receipt, transferable by each such holder without restriction under the
      Securities Act, (ii) the Exchange Offer has not been completed within 210
      days following the Closing Date or (iii) the Exchange Offer is not
      available to any holder of the Notes, the Issuers shall, in lieu of (or,
      in the case of clause (iii), in addition to) conducting the Exchange Offer
      contemplated by Section 2(a), file under the Securities Act on or prior to
      30 business days after the time such obligation to file arises, a "shelf"
      registration statement providing for the registration of, and the sale on
      a continuous or delayed basis by the holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted
      by the Commission (such filing, the "Shelf Registration" and such
      registration statement, the "Shelf Registration Statement"). The Issuers
      agree to use their reasonable best efforts (x) to cause the Shelf
      Registration Statement to become or be declared effective by the
      Commission no later than 90 days after such obligation to file arises and
      to keep such Shelf Registration Statement continuously effective for a
      period ending on the earlier of (i) the second anniversary of the
      Effective Time or (ii) such time as there are no longer any Registrable
      Securities outstanding; provided, however, that no holder shall be
      entitled to be named as a selling securityholder in the Shelf Registration
      Statement or to use the prospectus forming a part thereof for resales of
      Registrable Securities unless such holder is an Electing Holder, and (y)
      after the Effective Time of the Shelf Registration Statement, promptly
      upon the request of any holder of Registrable Securities that is not then
      an Electing Holder, to take any action reasonably necessary to enable such
      holder to use the prospectus forming a part thereof for resales of
      Registrable Securities, including, without limitation, any action
      necessary to identify such holder as a selling securityholder in the Shelf
      Registration Statement, provided, however, that nothing in this clause (y)
      shall relieve any such holder of the obligation to return a completed and
      signed Notice and Questionnaire to the Issuers in accordance with Section
      3(d)(iii) hereof. The Issuers further agree to supplement or make
      amendments to the Shelf Registration Statement, as and when required by
      the rules, regulations or instructions applicable to the registration form
      used by the Issuers for such Shelf Registration Statement or by the
      Securities Act or rules and regulations thereunder for shelf registration,
      and the Issuers agree to furnish to each Electing Holder copies of any
      such supplement or amendment prior to its being used or promptly following
      its filing with the Commission.

            (c) In the event that (i) the Issuers have not filed the Exchange
      Offer Registration Statement or Shelf Registration Statement on or before
      the date on which such registration statement is required to be filed
      pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
      Offer Registration Statement or Shelf Registration Statement has not
      become effective or been declared effective by the Commission on or before
      the date on which such registration statement is required to become or be
      declared effective