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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
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Manager in a manner consistent with such Regulations. The initial Capital Account of each Member as of the date of this Agreement is as set forth on Schedule I, and shall be adjusted from time to time in accordance with this definition.

Capital Contribution” means, with respect to any Person, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company (determined in the aggregate with respect to the Contribution (as defined in the Contribution Agreement) and the contribution of the assets of the Charter Member no later than fifteen (15) Business Days after the Contribution and the contribution of the assets of the Charter Member) or any of its Subsidiaries by such Person (or its predecessors in interest) in respect of a Membership Interest. If any Member pays any amount which gives rise to a tax deduction of the Company, such payment shall be treated as a Capital Contribution by the Member.

Capital Stock” shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (in each case however designated) stock issued by New Charter.

Certificate” has the meaning set forth in Section 2.1.

Cash Exchange Payment” has the meaning set forth in the Exchange Agreement.

Change of Control” means any (i) merger, consolidation or other business combination of New Charter or the Company (or any of their respective Subsidiaries that alone or together represent all or substantially all of New Charter’s or the Company’s consolidated business at that time) or any successor or other entity owning or holding substantially all of the assets of New Charter or the Company and their respective Subsidiaries that results in the holders of Class A Common Stock (in the case of New Charter) or the holders of Common Units (in the case of the Company) immediately before the consummation of such transaction, or a series of related transactions, holding, directly or indirectly, less than 50% of the equity or voting power of New Charter or the Company (or any such Subsidiary or Subsidiaries) or any successor or other entity owning or holding substantially all of the assets of New Charter or the Company and their respective Subsidiaries or the surviving entity thereof, as applicable, immediately following the consummation of such transaction or series of related transactions; it being understood that such ownership shall be evaluated on a combined basis (i.e., on an as-converted, as-exchanged basis and without regard to any voting power or ownership limitation on A/N, Liberty Broadband or their respective Affiliates) so that any ownership interest in the Charter Member shall be aggregated (without duplication) with any ownership interest in the Company or any such Subsidiary of New Charter, any other member of the Charter Group or any such successor; (ii) transfer, in one or a series of related transactions, equity interests representing 50% or more of the equity or voting power of the Company or New Charter (or any of their respective Subsidiaries that alone or together represent all or substantially all of New Charter’s or the Company’s consolidated assets at that time) or any successor or other entity owning or holding substantially all of the consolidated assets of New Charter and the Company and their respective Subsidiaries, taken as a whole, to a Person or Group (other than New Charter or any of its Subsidiaries), or entitling such Person or Group to elect a majority of the board of directors or similar governing body of New Charter or the Company (or such

 

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