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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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    any attack on, or by, outbreak or escalation of hostilities or acts of war, sabotage or terrorism or natural disasters or any other national or international calamity, except to the extent the foregoing causes any damage or destruction to or renders unusable any facility or property of such party, 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;

 

    the execution of the BHN contribution agreement or the announcement, pendency or completion of the transactions contemplated by the BHN contribution agreement or, in the case of Charter, the merger agreement (including, in each case, the impact thereof on, any loss of, or adverse change in, the relationship, contractual or otherwise, of the applicable party and its subsidiaries with their respective employees, customers, distributors, partners or suppliers or any other person with whom they transact business that is proximately caused thereby);

 

    any failure by such party or any of its subsidiaries, in and of itself, to meet any internal or published projections, forecasts or predictions in respect of financial performance (except that this shall not prevent any party from asserting that any fact, change, event, occurrence or effect that may have given rise or contributed to such change may be taken into account in determining whether there has been a material adverse effect);

 

    any actual or proposed change in law or interpretations of such law, 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 in GAAP (or authoritative interpretations thereof), 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;

 

    with respect to a material adverse effect relative to Charter only, any change in the price of Charter Class A common stock (except that this shall not prevent any party from asserting that any fact, change, event, occurrence or effect that may have given rise or contributed to such change may be taken into account in determining whether there has been a material adverse effect); or

 

    compliance with the terms of, the taking of any action required by, or the taking of any action prohibited by, the BHN contribution agreement, other than any obligation to operate in the ordinary course of business;

or (ii) would prevent such party or its affiliates from consummating the transactions contemplated by the BHN contribution agreement.

Conduct of the BHN Business Pending the Contribution

Generally, until the closing of the BHN transactions, except as contemplated by the BHN contribution agreement, required by law, set forth on the confidential disclosure schedules or as consented to in writing by Charter, A/N shall cause BHN and its subsidiaries to conduct the BHN business in the ordinary course consistent with past practices, including by using commercially reasonable efforts to (i) operate the BHN business consistent with its operating budget, preserve intact the BHN business and its relationships with customers, suppliers, programming providers, creditors and employees and (ii) use commercially reasonable efforts to retain BHN’s franchises and renew any expiring material governmental authorizations that expire prior to the closing date.

 

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