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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
(D) In the event a Member to which Section 5.4(b)(ii)(C) would otherwise be applicable, exchanges Class B Common Units for shares of Class A Common Stock or cash in connection with an Exchange in connection with, and immediately prior to, a Change of Control, then the VWAP of the Class A Common Stock for the twenty (20) consecutive Trading Days ending on the date preceding the date of the dissolution or the two-day VWAP as set forth in the definition of Cash Exchange Payment, as applicable, shall be replaced with the fair market value, as determined by the Board of Directors in good faith, of the per share consideration to be received by the holders of the Class A Common Stock in connection with the Change of Control.
(E) To the extent that any holder of Class B Common Units owes any Tax Loans (or accrued and unpaid interest thereon), such holder shall keep available, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions such number of its Class B Common Units as would be required to repay such Tax Loans (including accrued and unpaid interest thereon) in an exchange of such Class B Common Units for cash under the Exchange Agreement, provided, however, that such obligation shall not arise with respect to any given Tax Loan until the fifth (5th) Business Day following the date such Tax Loan is made. To the extent that, at the close of business on any Trading Day, the amount of Tax Loans (including accrued and unpaid interest thereon) owed by a Member exceeds the amount of cash that such Class B Common Units would be exchanged for in an exchange for cash under the Exchange Agreement, then, such Member shall be required to pay down such excess portion of its Tax Loans in cash within five (5) Business Days.
(iii) In the event that the Company pays any Preferred Tax Distribution, the amount treated as distributed shall be deducted from the next succeeding distribution payable pursuant to Section 5.4(a)(i)(A) with respect to such Members Convertible Preferred Units (and, if necessary, from any succeeding distributions thereafter), until such amounts have been fully deducted from such distribution(s) pursuant to Section 5.4(a)(i)(A). All Preferred Tax Distributions shall be treated for purposes of this Agreement as having been distributed pursuant to Section 5.4(a)(i)(A), whether or not deducted from a succeeding distribution pursuant to this Section 5.4(b)(iii).
(iv) Common Tax Distributions shall have priority over (and shall be made before) any distributions under Section 5.4(a). For the avoidance of doubt, rights to Tax Distributions shall apply to all Members holding Units and with respect to all Units.
An example of the Common Tax Distribution and Tax Loan calculation is attached as Exhibit F.