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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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however, TWC is permitted to provide the supplemental bonus opportunity described in “Interests of TWC’s Directors and Executive Officers in the Transactions—2015 Supplemental Bonus Opportunity;”


    (i) other than as required by an existing agreement, adopt or amend any cash bonus plan or other variable compensation plan with a performance measurement period of greater than 12 months (excluding any period principally relating to an employee’s obligation to be employed on the payment date), (ii) establish or adopt any Title IV plan, “excess benefit plan,” deferred compensation plan, severance or change in control plan or employee benefit plan that provides post-retirement health, medical, life insurance or death benefits to retired, current or former employees, directors or consultants of TWC or any of its subsidiaries, other than as part of an acquisition of any other company or business that is permitted or consented to under the merger agreement, (iii) fail to continue to make all contributions required to be made to any company plan that is a Title IV plan (other than a multiemployer plan) or (iv) amend the benefit formula under any company plan that is a Title IV plan (other than a multiemployer plan) to increase the benefit accrual applicable to any participant or beneficiary thereof under such plan;


    change TWC’s method of financial accounting, except as required by concurrent changes in United States generally accepted accounting principles or Regulation S-X under the Exchange Act;


    settle, or offer or propose to settle, (i) any litigation, investigation, arbitration, proceeding or other claim involving or against TWC or its subsidiaries or (ii) any stockholder litigation or dispute against TWC or any of its officers or directors, except, in each case, where the sum of the amount paid in settlement plus the financial impact to TWC and its subsidiaries of any other terms of such settlement does not exceed $100,000,000 (after giving effect to any reasonably expected indemnification proceeds);


    adopt or publicly propose a plan of complete or partial liquidation of TWC or any significant subsidiary or resolutions providing for or authorizing such a liquidation or dissolution;


    knowingly and intentionally take any action that would reasonably be expected to make any representation or warranty of TWC in the merger agreement inaccurate in any material respect at, or immediately prior to, completion of the mergers;


    take certain other actions as previously agreed to by the parties; or


    agree, resolve or commit to do any of the foregoing.

Without limiting the generality of the first paragraph of this section (under “—Conduct of Business Pending the Mergers”), except (i) as expressly contemplated by the merger agreement, (ii) as set forth in Charter’s confidential disclosure schedule delivered to TWC concurrently with execution of the merger agreement, (iii) as consented to by TWC or (iv) as required by applicable law, and subject to certain exceptions and qualifications described in the merger agreement, from the date of the merger agreement through completion of the mergers, Charter 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 Charter or any of 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 Charter or its subsidiaries, or (iii) redeem, repurchase or otherwise acquire any securities of Charter or any of its subsidiaries, other than (x) dividends by any of Charter’s wholly owned subsidiaries, (y) redemptions, repurchases or other acquisitions or offers for such actions in connection with the vesting or settlement of equity based compensation, or (z) repurchases of shares of Charter Class A common stock in the ordinary course of business consistent with past practice pursuant to Charter’s share repurchase program;



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 Charter or any of its subsidiaries, (B) or