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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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TWC has agreed to work in good faith in connection with Charter’s efforts to obtain regulatory approval in a manner that Charter believes in good faith is in the best interests of the combined company and its stockholders. In addition, TWC has agreed not to accept any of the conditions or take any actions in connection with TWC’s and Charter’s efforts to obtain regulatory approval without Charter’s prior written consent.

The merger agreement also provides that no party is required to commit to or effect any action or accept any condition contemplated above that is not conditioned upon completion of the mergers.

Charter and TWC have also agreed not to, and to cause their respective subsidiaries and affiliates not to, (i) take any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any regulatory approvals required in connection with the transactions contemplated by the merger agreement or the completion of the mergers, or (ii) acquire or agree to acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any assets, securities (other than securities issued by such party as permitted by the terms of the merger agreement), properties, interests or business in any transaction or series of related transactions if such acquisition would (A) require approval of the FCC or (B) (without the consent of the other party, not to be unreasonably withheld, conditioned or delayed) have a value, or involve the payment of consideration, in excess of $350 million, subject to certain limited exceptions agreed to by the parties (including the ability of Charter and its subsidiaries to bid on and purchase wireless spectrum to the extent that it would not reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any regulatory approval required in connection with the transactions contemplated by the merger agreement or the closing of the mergers).

Joint Proxy Statement/Prospectus and Registration Statement Covenant

Charter, New Charter and TWC have agreed to prepare and file a joint proxy statement/prospectus and a registration statement with the SEC as promptly as practicable and to use their respective reasonable best efforts to cause the registration statement to become effective under the Securities Act of 1933, as amended, which is referred to in this joint proxy statement/prospectus as the Securities Act, as soon after such filing as practicable and to keep the registration statement effective as long as is necessary to consummate the mergers. This joint proxy statement/prospectus must include (i) the recommendation of the TWC board of directors in favor of approval of the adoption of the merger agreement, except to the extent the TWC board of directors has made an adverse recommendation change as described under “—No Solicitation by TWC,” and (ii) the recommendation of the Charter board of directors in favor of approval of the adoption of the merger agreement and approval of the TWC transactions stock issuance proposal, the Liberty transactions proposal and each of the certificate of incorporation proposals.

TWC and Charter have agreed to cooperate in setting a mutually acceptable date for the TWC stockholder meeting and the Charter stockholder meeting, so as to enable them to occur on the same date (if practicable), and in setting dates for their respective annual meetings of stockholders. TWC and Charter have also agreed to use their reasonable best efforts to cause the joint proxy statement/prospectus to be mailed to their respective stockholders as promptly as practicable after the registration statement becomes effective, and to ensure that the registration statement and joint proxy statement/prospectus comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act.

Bright House Right of First Offer Waiver

In the merger agreement, TWC and Time Warner Cable Enterprises LLC (on behalf of themselves and their affiliates and any successors in interest) irrevocably and unconditionally waived all of their respective rights under the rights of first offer provisions under the Third Amended and Restated Partnership Agreement of Time Warner Entertainment—Advance/Newhouse Partnership, dated as of December 31, 2002, between affiliates of TWC and Advance/Newhouse Partnership with respect to the combination of BHN and New Charter, irrespective of any termination of the merger agreement; provided that, this waiver will not be applicable

 

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