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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Conduct of Business Pending the Mergers

In general, except (i) as expressly contemplated by the merger agreement, (ii) as set forth in the confidential disclosure schedules delivered to the other party concurrently with execution of the merger agreement, (iii) as consented to by the other party (in the case of actions by Charter, such consent not to be unreasonably withheld, conditioned or delayed by TWC), (iv) in the case of actions by TWC, as contemplated by or reasonably necessary to implement TWC’s operating plan as presented to Charter (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to TWC in any material respect), (v) in the case of actions by Charter, as contemplated by the BHN contribution agreement or the Liberty investment agreement or to effect Liberty exchange or investment or the BHN transactions or (vi) as required by applicable law, from the date of the merger agreement until completion of the mergers, TWC, Charter and their respective subsidiaries are required to conduct their respective business in all material respects in the ordinary course consistent with past practice and to use commercially reasonable efforts to preserve intact their respective business organization, maintain its relationships with third parties and maintain in effect its material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations.

Without limiting the generality of the foregoing, except (i) as expressly contemplated by the merger agreement, (ii) as set forth in TWC’s confidential disclosure schedule delivered to Charter concurrently with execution of the merger agreement, (iii) as consented to by Charter (in the case of actions by TWC in the fourth through tenth bullets and the sixteenth bullet below, such consent not to be unreasonably withheld, conditioned or delayed), (iv) as contemplated by or reasonably necessary to implement TWC’s operating plan as presented to Charter (or, with respect to any initiative therein, reallocations among line items within such initiative that are not in the aggregate more burdensome to TWC in any material respect) or (v) as required by applicable law, and subject to specified exceptions and qualifications described in the merger agreement, from the date of the merger agreement through completion of the mergers, each of TWC and each of its subsidiaries is not permitted to, among other things:

 

    amend its organizational documents;

 

    (i) split, combine or reclassify any shares of capital stock of TWC or its subsidiaries, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any shares of capital stock of TWC or its subsidiaries, or (iii) redeem, repurchase or otherwise acquire any shares of capital stock of TWC or its subsidiaries, other than (w) dividends by TWC’s wholly owned subsidiaries, (x) regular quarterly cash dividends with customary record dates and payment dates on shares of TWC common stock, in an amount not to exceed $0.75 per share of TWC common stock per quarter, (y) repurchases of shares of TWC common stock in the ordinary course of business consistent with past practice pursuant to TWC’s share repurchase program and (z) repurchases of shares of TWC common stock in connection with the exercise of options or the vesting or settlement of restricted stock units, in each case that are outstanding on the date of the merger agreement or are issued or granted after the date of the merger agreement, as permitted by the immediately succeeding bullet;

 

   

(i) issue, deliver or sell, or authorize the issuance, delivery or sale of, (A) any shares of capital stock or other voting securities of or other ownership interests in TWC or any of its subsidiaries, (B) or securities convertible or exchangeable into shares of capital stock or other voting securities of or other ownership interests in TWC or any of its subsidiaries, (C) any options, calls, warrants or other rights to acquire any such shares of capital stock, voting securities or securities convertible into or exchangeable for capital stock or other voting securities of or other ownership interests in TWC or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, phantom stock or similar securities or rights issued or granted by TWC or any of its subsidiaries, which are referred to in this joint proxy statement/prospectus as TWC Securities, other than (w) the issuance of TWC common stock upon the exercise of TWC stock options or settlement of TWC restricted stock units, (x) annual director equity grants made in accordance with the merger agreement, (y) equity grants to new hires or promoted employees in the ordinary course of business consistent with past practice and (z) the grant of TWC restricted stock units as long as the aggregate value of all such units does not exceed a

 

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