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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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        prospectus is required to be delivered under the Securities Act, that
        such Shelf Registration Statement, prospectus, prospectus amendment or
        supplement or post-effective amendment does not conform in all
        material respects to the applicable requirements of the Securities Act
        and the Trust Indenture Act and the rules and regulations of the
        Commission thereunder, or contains an untrue statement of a material
        fact or omits to state any material fact required to be stated therein
        or necessary to make the statements therein not misleading in light of
        the circumstances then existing;
        
            (ix) use their reasonable best efforts to obtain the withdrawal of
        any order suspending the effectiveness of such registration statement 
        or any post-effective amendment thereto as soon as practicable;
        
            (x) if requested by any managing underwriter or underwriters, any
        placement or sales agent or any Electing Holder, promptly incorporate
        in a prospectus supplement or post-effective amendment such
        information as is required by the applicable rules and regulations of
        the Commission, and as such managing underwriter or underwriters, such
        agent or such Electing Holder specifies should be included therein
        relating to the terms of the sale of such Registrable Securities,
        including information (i) with respect to the principal amount of
        Registrable Securities being sold by such Electing Holder or agent or
        to any underwriters, the name and description of such Electing Holder,
        agent or underwriter, the offering price of such Registrable
        Securities, and any discount, commission or other compensation payable
        in respect thereof and the purchase price being paid therefor by such
        underwriters and (ii) with respect to any other material terms of the
        offering of the Registrable Securities to be sold by such Electing
        Holder or agent or to such underwriters; and make all required filings
        of such prospectus supplement or post-effective amendment upon
        notification of the matters to be incorporated in such prospectus
        supplement or post-effective amendment;
        
             (xi) furnish to each Electing Holder, each placement or sales
        agent, if any, therefor, each underwriter, if any, thereof and the
        respective counsel referred to in Section 3(d)(vi) hereof an executed
        copy (or, in the case of an Electing Holder, a conformed copy) of such
        Shelf Registration Statement, each such amendment and supplement thereto
        (in each case including all exhibits thereto (in the case of an Electing
        Holder of Registrable Securities, upon request) and documents
        incorporated by reference therein) and such number of copies of such
        Shelf Registration Statement (excluding exhibits thereto and documents
        incorporated by reference therein unless specifically so requested by
        such Electing Holder, agent or underwriter, as the case may be) and of
        the prospectus included in such Shelf Registration Statement (including
        each preliminary prospectus and any summary prospectus), in conformity