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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Table of Contents
    ownership of equity interests in BHN;

 

    corporate power and authority to execute and deliver the BHN contribution agreement and related agreements, and to perform obligations under the BHN contribution agreement and related agreements;

 

    governmental actions necessary to approve the BHN transactions;

 

    absence of any conflict with or violation or breach of organizational documents, material contracts, franchises, leases or demising leases or laws to which BHN is subject or governmental authorizations of BHN;

 

    binding effect of the BHN contribution agreement;

 

    accuracy of audited financial statements, maintenance of books and records, the preparation of financial statements based on such books and records and in accordance with GAAP and the fair presentation of the consolidated financial condition of BHN and its subsidiaries in the financial statements and the maintenance of internal controls over financial reporting;

 

    conduct of the BHN business in the ordinary course and compliance with certain agreed restrictions on interim operations, absence of any event, occurrence, circumstance, development or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect, in each case since December 31, 2014;

 

    absence of undisclosed liabilities, subject to certain exceptions;

 

    absence of material pending or threatened legal proceedings or investigations;

 

    franchises and governmental authorizations;

 

    disclosure of material contracts, the binding effect of such material contracts and the absence of defaults and breaches thereunder;

 

    real property and tangible personal property;

 

    benefit plans and labor relations;

 

    FCC, copyright compliance and rate regulation;

 

    environmental matters;

 

    taxes;

 

    compliance with laws in all material respects;

 

    subscribers and system information;

 

    programming;

 

    intellectual property;

 

    bonds;

 

    organizational documents of BHN and its subsidiaries;

 

    accuracy of information about A/N and BHN provided for inclusion in the proxy statement to be filed with the SEC and distributed to Charter stockholders in connection with the BHN transactions;

 

    absence of undisclosed finders’ fees;

 

    transactions between BHN and A/N and its affiliates;

 

    investment intent; and

 

    insurance matters.

 

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