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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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Subsidiary or Subsidiaries) or any such successor or other entity; 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 or any such successor; or (iii) sale or other disposition in one or a series of related transactions of all or substantially all of the consolidated assets of New Charter and the Company and their respective Subsidiaries. Notwithstanding anything to the contrary contained herein, for purposes of determining whether a Change of Control has occurred, it shall be assumed that all Class B Common Units have been exchanged for shares of Class A Common Stock (or equity interests of any successor or other entity owning or holding substantially all of the assets of New Charter and its Subsidiaries) immediately prior to any such merger, consolidation, other business combination or transfer and there is no limitation on the voting power or ownership limitation on A/N and its Affiliates or on Liberty Broadband or its Affiliates.

Change of Control Class A Common Stock Price” means, in connection with any Change of Control (i) the cash amount paid per share of Class A Common Stock if the holders of Class A Common Stock receive only cash in such Change of Control; or (ii) in any other situation, the VWAP of the Class A Common Stock over the three (3) Trading Days immediately preceding, but excluding, the effective date of a Change of Control.

Charter Group” means New Charter and all Subsidiaries of New Charter other than the Company and its Subsidiaries.

Charter Member” has the meaning set forth in the preamble.

Chief Financial Officer” has the meaning set forth in Section 4.3(e).

Class A Common Stock” means the Class A common stock, par value $0.001 per share, of New Charter, or the common stock or other equity securities of a successor corporation or entity for which such common stock has been converted or exchanged.

Class A Common Units” has the meaning set forth in Section 3.1(a).

Class B Common Units” has the meaning set forth in Section 3.1(a).

Close of Business” shall mean 5:00 p.m., Eastern Time, on any Business Day.

Closing Date” has the meaning set forth in the Contribution Agreement.

Closing Price” means, with respect to any Trading Day, the price per share of the final trade of the Class A Common Stock on such day (but not including any “after hours” trading) on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading.

Code” means the Internal Revenue Code of 1986, as amended.

 

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