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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
to make a ROFR Covered Transfer (the Preferred ROFR Notice). The Preferred ROFR Notice shall specify (i) the number of Convertible Preferred Units to be Transferred (Offered Preferred Units), (ii) the name(s) and address(es) of the prospective transferee(s), (iii) the consideration per each Offered Preferred Unit, which shall include the cash reasonable fair market value of any non-cash consideration (the ROFR Specified Price), and (iv) the other material terms and conditions upon which the proposed Transfer is to be made. The Preferred ROFR Notice shall certify that the Preferred Transferor has received a bona fide firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Preferred ROFR Notice. The Preferred ROFR Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the proposed Transfer. The Preferred Transferor may also enter into a definitive agreement for the proposed Transfer that is conditioned on the Company not exercising its Preferred ROFR with respect to such Transfer, and in such case the Preferred ROFR Notice shall include a copy of such definitive agreement.
(ii) Within ten (10) Business Days following the Companys receipt of a Preferred ROFR Notice, the Company may irrevocably accept, by written notice to the Preferred Transferor (the Company ROFR Acceptance Notice), to acquire all or any portion of the Offered Preferred Units specified in the Preferred ROFR Notice at the ROFR Specified Price and on the other terms and conditions set forth in the Preferred ROFR Notice. If a Company ROFR Acceptance Notice is not delivered by the Company to the Preferred Transferor within such ten (10) Business Day period, then the Company will be deemed to have waived the Preferred ROFR with respect to the Offered Preferred Units to the extent set forth in Section 6.5(b)(iv). For the avoidance of doubt, during such ten (10) Business Day period, the Preferred Transferor may not effect a ROFR Covered Transfer (unless prior to the expiration thereof, the Company provides written notice to the Preferred Transferor that it is expressly waiving the Preferred ROFR with respect to the Offered Preferred Units).
(iii) Upon delivery of a Company ROFR Acceptance Notice, the Company will be obligated to buy, and the Preferred Transferor will be obligated to sell, the Offered Preferred Units specified in the Preferred ROFR Notice at the ROFR Specified Price. The closing of such sale and purchase (the ROFR Closing) shall occur at such time and place as the parties thereto may agree, but in any event no later than the tenth (10th) Business Day after the Company ROFR Acceptance Notice is delivered to the Preferred Transferor, or, if later, five (5) Business Days after receipt of all material required governmental and regulatory approvals for such sale and purchase. For the avoidance of doubt, during such period, the Preferred Transferor may not effect a ROFR Covered Transfer to anyone except for the Company. If any ROFR Closing does not occur within the time limits set forth in this Section 6.5(b)(iii) as a result of bad faith actions or inactions of the Company, New Charter or any of their respective Subsidiaries, or the receipt of any such governmental or regulatory approval, if any, is materially delayed due to the failure by the Company, New Charter or any of their respective Subsidiaries to use reasonable best efforts to obtain such approvals, then the Preferred Transferor shall be free to effect a ROFR Covered Transfer of any or all of the