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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
TWC intervening event means any material event, change, effect, development or occurrence occurring or arising after the date of the merger agreement that (i) was not known or reasonably foreseeable to the TWC board of directors or executive officers as of or prior to the date of the merger agreement and (ii) does not relate to or involve a TWC acquisition proposal; provided that (x) no action taken by either party pursuant to the affirmative covenants described in the section Reasonable Best Efforts Covenant, or the consequences of any such action, shall constitute, be deemed to contribute to or otherwise be taken into account in determining whether there has been a TWC intervening event and (y) no event, change, effect, development or occurrence that would fall within any of the exceptions to the definition of material adverse effect, as such definition relates to Charter, shall constitute, be deemed to contribute to or otherwise be taken into account in determining whether there has been a TWC intervening event.
TWC superior proposal means a bona fide, unsolicited written TWC acquisition proposal for at least a majority of the outstanding shares of TWC common stock or all or substantially all of the consolidated assets of TWC and its subsidiaries that the TWC board of directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation and outside legal counsel and taking into account all material financial, legal, regulatory and other aspects of such proposal, including the terms and conditions of the TWC acquisition proposal, (i) is on terms and conditions more favorable to TWCs stockholders than the transactions contemplated by the merger agreement (taking into account any proposal by Charter to amend the terms of the merger agreement) and (ii) is reasonably likely to be consummated and, if a cash transaction (whether in whole or in part), has financing, if any, that is then fully committed or reasonably determined to be available by the TWC board of directors.
TWC has agreed to, and to cause its subsidiaries and its and their representatives to, terminate any and all existing activities, discussions or negotiations, if any, with any third parties and their representatives and financing sources conducted prior to the date of the merger agreement with respect to any TWC acquisition proposal, and to promptly request that each third party that has executed a confidentiality agreement within the 24month period prior to the date of the merger agreement, in connection with considering a TWC acquisition proposal, return or destroy all confidential information about TWC that was furnished by or on behalf of TWC or any of its subsidiaries (and all analyses and other materials prepared by or on behalf of such third parties that contains, reflects or analyzes that information).
Voting of Shares by Charter
Charter has agreed to vote all shares of TWC common stock beneficially owned by it or any of its subsidiaries (other than such shares held by employee benefit plans) in favor of adoption of the merger agreement at the TWC special meeting.
Obligation of the Charter Board of Directors to Recommend the Merger Agreement, the Stock Issuances, the Liberty Transactions and the New Charter Certificate of Incorporation and Call and Hold a Stockholders Meeting
As soon as reasonably practicable, and no later than 40 days after the effectiveness of the registration statement for the shares of Charter Class A common stock being issued in the mergers (of which this joint proxy statement/prospectus forms a part), Charter has agreed to call and hold a meeting of its stockholders for the purpose of obtaining the vote of Charter stockholders necessary to approve and adopt the merger agreement, approve the stock issuances, approve the amended and restated certificate of incorporation and, unless previously approved, approve the other transactions contemplated by the merger agreement and the Liberty transactions. Without the prior written consent of TWC, Charter may not adjourn or postpone the meeting of its stockholders. However, Charter is permitted to adjourn or postpone the meeting of its stockholders (i) for the absence of a quorum, (ii) after consultation with TWC, if the failure to adjourn or postpone the meeting of stockholders would reasonably be expected to be a violation of applicable law for the distribution of any required supplement or amendment to this joint proxy statement/prospectus, (iii) after consultation with TWC, for a single period not to exceed 10 business days, to solicit additional proxies for the approval of the matters being presented by Charter