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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 04/27/2016|
Trustee shall mean The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture.
Unless the context otherwise requires, any reference herein to a Section or clause refers to a Section or clause, as the case may be, of this Agreement, and the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Any reference herein to Notes or Exchange Notes refers also to any guarantees thereof by the Guarantor (subject to Section 10 hereof) and any other guarantors required to guarantee such notes pursuant to the Indenture.
SECTION 2. Registration Under the Securities Act.
(a) Except as set forth in Section 2(b) below, the Issuers and the Guarantor agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the Exchange Offer Registration Statement, and such offer, the Exchange Offer) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers and the Guarantor agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Bright House End Date (as defined below). The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers and the Guarantor further agree to use their reasonable best efforts to complete the Exchange Offer not later than 365 days following the date of consummation or the termination of the Bright House Transaction (the Bright House End Date), in each case in accordance with the terms of the Bright House/Liberty Stockholders Agreement and the Contribution Agreement (or if such 365th day is not a business day, the next succeeding business day) (the Exchange Date) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers and the Guarantor shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Notes for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer. The Issuers and the Guarantor agree (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Notes that is a broker-dealer and identifies itself as such by written notice to the Issuers prior to the effectiveness of the Exchange Offer Registration Statement and (y) to keep such Exchange Offer Registration Statement effective for a period (the Resale Period) beginning when Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such