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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
with credit for any co-payments and deductibles paid during the plan year in which completion of the mergers occurs in satisfying any applicable deductible or out-of-pocket requirements under such welfare plans.
To the extent required by any TWC employee benefit plan or applicable law, New Charter will, or will cause one of its subsidiaries to, expressly assume such plan and all obligations thereunder. At the request of New Charter prior to completion of the mergers (and so long as the conditions described in the section Conditions to Completion of the Mergers have been satisfied, other than conditions that are by their nature to be satisfied at completion of the mergers), TWC will terminate or cause the termination of any U.S. tax-qualified defined contribution plans provided to current and former employees of TWC and its subsidiaries in compliance with applicable laws.
Charter and TWC will coordinate in good faith to develop a mutually agreed communications strategy with respect to employees of TWC and its subsidiaries. Except for communications substantially in accordance with this strategy, (i) without the prior written consent of TWC (such consent not to be unreasonably withheld, conditioned or delayed), Charter shall not, and shall cause its affiliates not to, contact, meet or otherwise communicate with any director, officer or employee of TWC or any of its subsidiaries, either on an individual or group basis and (ii) Charter shall provide TWC with a reasonable right to comment on and approve (such approval not to be unreasonably withheld, conditioned or delayed) any written communications by Charter intended for distribution (whether individual or broad-based) to current or former directors, officers or employees of TWC or its affiliates prior to the completion of the mergers regarding the transactions contemplated by the merger agreement.
Under the terms of the merger agreement, none of the matters described under this section of this joint proxy statement/prospectus will (i) be construed as the establishment, amendment or modification of any employee benefit plan, (ii) prohibit the amendment, modification, merger or termination after completion of the mergers of any employee benefit plan, (iii) create any third-party beneficiary or other rights in any current or former employee, director or other individual contractor of TWC and its subsidiaries (including any beneficiary or dependent thereof) or (iv) obligate New Charter or any of its affiliates to maintain any particular employee benefit plan or retain the employment services of any current or former employee, director or other individual contractor.
As more fully described in the merger agreement, TWC has agreed that, unless Charter otherwise consents (which consent may not be unreasonably withheld, conditioned or delayed), and subject to certain exceptions and qualifications described in the merger agreement, neither TWC nor any of its subsidiaries will: (i) make or change any material tax election, (ii) change any annual tax accounting period, (iii) adopt or change any method of tax accounting, (iv) enter into any material closing agreement, (v) consent to any extension or waiver of the limitations period applicable to any tax claim or assessment, (vi) file any material amended tax returns or claims for material tax refunds, (vii) surrender any material tax claim, audit or assessment, (viii) surrender any right to claim a material tax refund, offset or other reduction in tax liability, or (ix) take any action or omission with respect to taxes, in each case, if any such action or omission would materially increase the tax liability or accrual of tax liability or materially reduce any tax asset or accrual of tax asset under FASB Interpretation No. 48 of TWC or any of its subsidiaries.
In addition, the merger agreement provides that each of Charter, New Charter and TWC will use its reasonable best efforts to cause (i) the payment of the cash consideration pursuant to the first merger to be treated as a distribution in redemption of TWC common stock subject to the provisions of Section 302(a) of the Code, (ii) second merger to qualify as a tax-free reorganization pursuant to Section 368(a) of the Code, and (iii) third merger to qualify as a tax-free reorganization pursuant to Section 368(a) of the Code, and no party shall take any action reasonably likely to cause the mergers not so to qualify or be treated.