Print Page  Close Window

SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
Entire Document
 
<PAGE>   40
                 certificate in the form of Exhibit B hereto, including the
                 certifications in item (2) thereof.

                          (iv) Transfer and Exchange of Beneficial Interests in
         a Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may
         be exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                                  (A) such exchange or transfer is effected
                 pursuant to the Exchange Offer in accordance with the
                 Registration Rights Agreement and the holder of the beneficial
                 interest to be transferred, in the case of an exchange, or the
                 transferee, in the case of a transfer, certifies in the
                 applicable Letter of Transmittal that it is not (1) a
                 broker-dealer, (2) a Person participating in the distribution
                 of the Exchange Notes or (3) a Person who is an affiliate (as
                 defined in Rule 144) of the Issuers;

                                  (B) such transfer is effected pursuant to the
                 Shelf Registration Statement in accordance with the
                 Registration Rights Agreement;

                                  (C) such transfer is effected by a
                 broker-dealer pursuant to the Exchange Registration Statement
                 in accordance with the Registration Rights Agreement; or

                                  (D) the Registrar receives the following:

                                        (1) if the holder of such beneficial
                          interest in a Restricted Global Note proposes to
                          exchange such beneficial interest for a beneficial
                          interest in an Unrestricted Global Note, a
                          certificate from such holder in the form of Exhibit C
                          hereto, including the certifications in item (1)(a)
                          thereof; or

                                        (2) if the holder of such beneficial
                          interest in a Restricted Global Note proposes to
                          transfer such beneficial interest to a Person who
                          shall take delivery thereof in the form of a
                          beneficial interest in an Unrestricted Global Note, a
                          certificate from such holder in the form of Exhibit B
                          hereto, including the certifications in item (4)
                          thereof;

                 and, in each such case set forth in this subparagraph (D), if
                 the Registrar so requests or if the Applicable Procedures so
                 require, an Opinion of Counsel in