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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        facilitate the timely preparation and delivery of certificates
        representing Registrable Securities to be sold, which certificates, if
        so required by any securities exchange upon which any Registrable
        Securities are listed, shall be penned, lithographed or engraved, or
        produced by any combination of such methods, on steel engraved
        borders, and which certificates shall not bear any restrictive
        legends; and, in the case of an underwritten offering, enable such
        Registrable Securities to be in such denominations and registered in
        such names as the managing underwriters may request at least two
        business days prior to any sale of the Registrable Securities;

             (xv) provide a CUSIP number for all Registrable Securities, not
        later than the applicable Effective Time;

             (xvi) enter into one or more underwriting agreements, engagement
        letters, agency agreements, "best efforts" underwriting agreements or
        similar agreements, as appropriate, including customary provisions
        relating to indemnification and contribution, and take such other
        actions in connection therewith as any Electing Holders of at least 20%
        in aggregate principal amount of the Registrable Securities at the time
        outstanding shall request in order to expedite or facilitate the
        disposition of such Registrable Securities;

             (xvii) whether or not an agreement of the type referred to in
        Section 3(d)(xvi) hereof is entered into, and whether or not any portion
        of the offering contemplated by the Shelf Registration is an
        underwritten offering or is made through a placement or sales agent or
        any other entity, (A) make such representations and warranties to the
        Electing Holders and the placement or sales agent, if any, therefor and
        the underwriters, if any, thereof in form, substance and scope as are
        customarily made in connection with an offering of debt securities
        pursuant to any appropriate agreement or to a registration statement
        filed on the form applicable to the Shelf Registration; (B) obtain an
        opinion of counsel to the Issuers in customary form, subject to
        customary limitations, assumptions and exclusions, and covering such
        matters, of the type customarily covered by such an opinion, as the
        managing underwriters, if any, or as any Electing Holders of at least
        20% in aggregate principal amount of the Registrable Securities at the
        time outstanding may reasonably request, addressed to such Electing
        Holder or Electing Holders and the placement or sales agent, if any,
        therefor and the underwriters, if any, thereof and dated the date of the
        Effective Time of such Shelf Registration Statement (and if such Shelf
        Registration Statement contemplates an underwritten offering of a part
        or all of the Registrable Securities, dated the date of the closing
        under the underwriting agreement relating thereto) (it being agreed that
        the matters to be covered by such opinion shall include the matters set
        forth in paragraphs (b) and (d) of Section 7 of the Purchase Agreement
        to the extent applicable to an offering of this type); (C) obtain a
        "cold comfort" letter or letters from the independent certified public
        accountants of the Issuers addressed to