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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Table of Contents

Representations and Warranties of Charter

The representations and warranties given by Charter in the BHN contribution agreement relate to, among other things:

 

    corporate existence, good standing and qualification to do business;

 

    capitalization;

 

    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 or laws to which Charter is subject or governmental authorizations of Charter;

 

    binding effect of the BHN contribution agreement;

 

    SEC filings, compliance of such filings with securities laws and the preparation of financial statements in accordance with GAAP;

 

    conduct of the Charter business in the ordinary course and compliance with certain 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;

 

    absence of undisclosed finders’ fees;

 

    compliance with laws in all material respects; and

 

    availability of funds.

Definition of “Material Adverse Effect”

Many of the representations and warranties in the BHN contribution agreement are qualified by “material adverse effect.” The 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” on BHN or Charter, respectively, is a condition to the obligations of Charter and A/N, respectively, to close the transactions contemplated by the BHN contribution agreement.

For the purpose of the BHN contribution agreement, “material adverse effect” means, with respect to A/N or Charter, as the case may be, an effect that (i) is materially adverse to the business, results of operations, financial condition, cash flows, assets or liabilities of such party and its subsidiaries, taken as a whole, excluding any such effect to the extent resulting from or arising out of:

 

    any change in international, national, region or industry-wide economic or business conditions (including financial and capital market conditions), except that this exception will not apply to the extent that the adverse effect on such party resulting from the foregoing is disproportionate relative to the adverse effects on the other participants in the multichannel video programming, high-speed data or telephony industries in the United States;

 

    changes or conditions generally affecting the multichannel video programming, high-speed data or telephony industries, except that this exception will not apply to the extent that the adverse effect on such party resulting from the foregoing is disproportionate relative to the adverse effects on the other participants in the multichannel video programming, high-speed data or telephony industries in the United States;

 

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