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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
The rights of Charter stockholders are currently governed by Delaware law and Charters existing amended and restated certificate of incorporation and bylaws. The rights of TWC stockholders are currently governed by Delaware law and TWCs existing amended and restated certificate of incorporation and bylaws. Following completion of the mergers, the rights of Charter stockholders and TWC stockholders who become stockholders of New Charter will be governed by Delaware law and New Charters amended and restated certificate of incorporation and New Charters amended and restated bylaws. If the mergers are not completed, but the BHN transactions are completed, the rights of Charters stockholders will be governed by the amended and restated certificate of incorporation and bylaws as described below for New Charter and in such case, references in this Description of Capital Stock section to New Charter will mean Charter upon completion of the BHN transactions and the amendment and restatement of Charters existing certificate of incorporation.
The following discussion summarizes the differences between the current rights of Charter stockholders, the current rights of TWC stockholders and the rights of New Charter stockholders. This summary is not intended to be complete and is qualified in its entirety by Delaware law, and the certificates of incorporation and bylaws of each of Charter, New Charter and TWC, respectively. Charter and TWC urge you to carefully read this entire joint proxy statement/prospectus, the relevant provisions of Delaware law and the other documents to which Charter and TWC refer in this joint proxy statement/prospectus for a more complete understanding of the differences between the rights of TWC stockholders, Charter stockholders and New Charter stockholders. Charter and TWC have filed with the SEC their respective governing documents referenced in this comparison of stockholder rights and will send copies of these documents to you, without charge, upon your written or telephonic request. See Where You Can Find More Information.