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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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            the selling Electing Holders, the placement or sales agent, if any,
            therefor or the underwriters, if any, thereof, dated (i) the
            effective date of such Shelf Registration Statement and (ii) the
            effective date of any prospectus supplement to the prospectus
            included in such Shelf Registration Statement or post-effective
            amendment to such Shelf Registration Statement which includes
            unaudited or audited financial statements as of a date or for a
            period subsequent to that of the latest such statements included in
            such prospectus (and, if such Shelf Registration Statement
            contemplates an underwritten offering pursuant to any prospectus
            supplement to the prospectus included in such Shelf Registration
            Statement or post-effective amendment to such Shelf Registration
            Statement which includes unaudited or audited financial statements
            as of a date or for a period subsequent to that of the latest such
            statements included in such prospectus, dated the date of the
            closing under the underwriting agreement relating thereto), such
            letter or letters to be in customary form and covering such matters
            of the type customarily covered by letters of such type; (D) deliver
            such documents and certificates, including officers' certificates,
            as may be reasonably requested by any Electing Holders of at least
            20% in aggregate principal amount of the Registrable Securities at
            the time outstanding or the placement or sales agent, if any,
            therefor and the managing underwriters, if any, thereof to evidence
            the accuracy of the representations and warranties made pursuant to
            clause (A) above or those contained in Section 5(a) hereof and the
            compliance with or satisfaction of any agreements or conditions
            contained in the underwriting agreement or other similar agreement
            entered into by the Issuers pursuant to Section 3(d)(xvi); and (E)
            undertake such obligations relating to expense reimbursement,
            indemnification and contribution as are provided in Section 6
            hereof;

                     (xviii) notify in writing each holder of Registrable
            Securities of any proposal by the Issuers to amend or waive any
            provision of this Exchange and Registration Rights Agreement
            pursuant to Section 9(h) hereof and of any amendment or waiver
            effected pursuant thereto, each of which notices shall contain the
            substance of the amendment or waiver proposed or effected, as the
            case may be;

                     (xix) in the event that any broker-dealer registered under
            the Exchange Act shall underwrite any Registrable Securities or
            participate as a member of an underwriting syndicate or selling
            group or "assist in the distribution" (within the meaning of the
            Conduct Rules (the "Conduct Rules") of the National Association of
            Securities Dealers, Inc. ("NASD") or any successor thereto, as
            amended from time to time) thereof, whether as a holder of such
            Registrable Securities or as an underwriter, a placement or sales
            agent or a broker or dealer in respect thereof, or otherwise, assist
            such broker-dealer in complying with the requirements of such
            Conduct Rules, including by (A) if such Conduct Rules shall so
            require, engaging a "qualified independent underwriter" (as defined
            in such Conduct Rules) to participate in the