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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
Offered Preferred Units subject to the associated Company ROFR Acceptance Notice at any price and clauses (a) and (b) of this Section 6.5 will terminate and be of no force or effect with respect to any future Transfer of Convertible Preferred Units by any A/N Party.
(iv) If the Company has waived, or is deemed to have waived, the Preferred ROFR, the Preferred Transferor shall be free to effect a ROFR Covered Transfer of all of the Offered Preferred Units with respect to which the Company has, or is deemed to have, waived the Preferred ROFR during the period of thirty (30) Business Days following the expiration of the ten (10) Business Day period specified in clause (ii) above for a price that is equal to or greater than the ROFR Specified Price. Any such Offered Preferred Units in respect of which the Preferred Transferor has not effected a ROFR Covered Transfer prior to the expiration of such thirty (30) Business Day period shall thereafter again be subject to all of the terms and conditions of this Section 6.5 with respect to any ROFR Covered Transfer.
(c) If at any time a Preferred Transferor proposes to effect a Preferred Private Placement Offering:
(i) Such Preferred Transferor shall promptly give the Company written notice of the Preferred Transferors intention to do so (the Preferred Private Placement Notice), specifying the number of Convertible Preferred Units to be Transferred in the Preferred Private Placement Offering (the Private Placement Preferred Units).
(ii) For ten (10) Business Days following the Companys receipt of a Preferred Private Placement Notice (the Preferred Private Placement ROFO Period), the Company and the Preferred Transferor(s) will cooperate in good faith and use their respective reasonable best efforts to agree on updated assumptions in the categories set out on Exhibit I for the calculation of a then-current per-unit value of a Convertible Preferred Unit, based on market conditions as of the applicable time (the Preferred Updated Valuation). Other than the agreed updates to such assumptions set out on Exhibit I, the Preferred Updated Valuation will be calculated based on the same Black-Scholes methodology used to produce the valuation that determined the table set forth in Exhibit H.
(iii) Prior to the Expiration of the Preferred Private Placement Offer Period, the Company may, but is not obligated to, make a binding, irrevocable offer to purchase the Private Placement Preferred Units entirely for cash, without any financing or other contingency other than receipt of all material required governmental and regulatory approvals for such purchase, either (A) in an amount per unit greater than or equal to the Preferred Updated Valuation (a Preferred At the Market Offer), or (B) in an amount per unit less than the Preferred Updated Valuation or in any amount if no Preferred Updated Valuation is agreed (a Preferred Other Offer). The amount per unit set forth in any Preferred Other Offer shall be determined by the Company in good faith, and the Preferred Other Offer shall include the Companys reasoning for the amount offered.