|Print Page Close Window|
|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015|
WARN Act means the Worker Adjustment and Retraining Notification Act of 1988 or equivalent applicable Law in any other jurisdiction in which the parties hereto employ or have employed any current or former employees.
Welfare Benefits means the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA).
Section 1.2 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.
Section 1.3 Other Definitional Provisions. Unless the express context otherwise requires:
(a) the words hereof, herein and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;
(c) the terms Dollars and $ mean United States Dollars;
(d) references herein to a specific Section, Subsection, Exhibit, Schedule or Annex shall refer, respectively, to the applicable Section, Subsection, Exhibit, Schedule or Annex of or to this Agreement;
(e) the words include, includes and including shall be deemed to be followed by the words without limitation;
(f) references herein to any gender include each other gender;
(g) the phrase as of the date hereof shall mean as of the date of this Agreement; and
(h) the phrase made available shall mean uploaded to the secured websites maintained by Merrill on behalf of Cheetah or Bengal, respectively, named Cheetah to Bengal and Project Silver Sunshine, respectively, prior to 5:00 p.m. New York City time on the day prior to the date hereof.
PURCHASE AND SALE; CLOSING
Section 2.1 Closing. Upon the terms and subject to the conditions set forth in Article VI, the closing of the Contribution (the Closing) shall take place at the offices of Wachtell, Lipton, Rosen & Katz located at 51 West 52nd Street, New York, NY 10019 at 10:00 a.m. (Eastern Time) on (a) the date that is five (5) Business Days following the first date on which all of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived in accordance with the terms hereof or (b) at such other time and place as Cheetah and A/N shall agree. Concurrently with and effective as of the Closing, New Cheetah shall duly execute and file the Amended and Restated Certificate with the Delaware Secretary of State (the Certificate Amendment).
Section 2.2 Contribution. At the Closing:
(a) A/N shall contribute, assign, convey, transfer and deliver to Cheetah Holdco all of A/Ns right, title and interest in and to (i) the Membership Interests and (ii) any property, assets or other rights (whether tangible or intangible) (other than Excluded Assets and Non-Operating Cash) primarily relating to the Bengal Business or otherwise reflected on the Audited Financial Statements or the notes relating thereto (the Bengal Assets) that