See “—Explanatory Note Regarding the Merger Agreement and the Summary of the Merger
Agreement: Representations, Warranties and Covenants in the Merger Agreement Are Not Intended to Function or Be Relied on as Public Disclosures.”
Definition of “Material Adverse Effect”
Many of the representations and warranties in the merger agreement are qualified by “material adverse effect.”
For purposes of the merger agreement, “material adverse effect” means, with respect to Charter or TWC, as the case may be, a material
adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of that party and its subsidiaries, taken as a whole, or (ii) the ability of that party to consummate the transactions contemplated by
the merger agreement, in each case other than any effect resulting from:
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changes in the financial or securities markets or general economic or political conditions in the United States or any foreign jurisdiction except to the extent having a materially disproportionate effect on that party
and its subsidiaries, taken as a whole, relative to other participants in the industry in which that party and its subsidiaries operate; |
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changes (including changes of applicable law) or conditions generally affecting the industry in which that party and its subsidiaries operate except to the extent having a materially disproportionate effect on that
party and its subsidiaries, taken as a whole, relative to other participants in the industry in which that party and its subsidiaries operate; |
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acts of war, sabotage or terrorism or natural disasters (including hurricanes, tornadoes, floods or earthquakes) except to the extent having a materially disproportionate effect on that party and its subsidiaries, taken
as a whole, relative to other participants in the industry in which that party and its subsidiaries operate; |
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the announcement or consummation of the transactions contemplated by the merger agreement, including the impact thereof on the relationships, contractual or otherwise, of that party or any of its subsidiaries with
employees, labor unions, customers, suppliers or partners (except with respect to certain representations or warranties and related conditions that are intended to address the consequences of the announcement or consummation of the transactions
contemplated by the merger agreement); |
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any failure by that party and its subsidiaries to meet any internal or published budgets, projections, forecasts or predictions in respect of financial performance for any period (but not any fact, change, event or
occurrence contributing to that failure and not otherwise excluded from the definition of material adverse effect); |
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any change in the price of that party’s common stock on the New York Stock Exchange or NASDAQ, as applicable (but not any facts or occurrences contributing to that change (other than changes in the trading price of
the other party’s common stock) and not otherwise excluded from the definition of material adverse effect); |
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any changes in United States generally accepted accounting principles (or authoritative interpretations of United States generally accepted accounting principles); |
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any litigation or legal proceedings relating to the merger agreement, the mergers or the other transactions contemplated by the merger agreement to the extent directly relating to the negotiations between the parties
and the terms and conditions of the merger agreement; |
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the termination of the merger agreement between TWC and Comcast Corporation, the announcement of the termination of such agreement or the failure to consummate the transactions contemplated by such agreement; and
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compliance with the terms of, or the taking of any action required by, the merger agreement. |
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