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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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Units held by such member of the Charter Group equal to the number of shares of Class A Common Stock to be repurchased, redeemed or otherwise acquired and at the price per Class A Common Unit equal to the price that will be or is required to be paid per share of Class A Common Stock in such repurchase, redemption or other acquisition; provided, that immediately following repurchase, redemption or other acquisition, A/N’s Equity Interest shall not exceed its Cap. In such event, subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.

(iii) To the extent A/N’s Equity Interest equals or exceeds its Cap, in connection with any repurchase of shares of Class A Common Stock by any member of the Charter Group, the Manager shall cause the Company to make a distribution to the Charter Member and a distribution to A/N, pro rata according to the number of Common Units held by the Charter Member and the number of Common Units held by A/N (including any Common Units into which Convertible Preferred Units held by A/N are convertible), respectively, in each case in redemption of a number of Common Units held by such Person (or Convertible Preferred Units convertible into a number of Common Units) such that the number of Class A Common Units so redeemed from the Charter Member is equal to the number of shares of Class A Common Stock to be repurchased and at the price per Class A Common Unit equal to the price that will be or is required to be paid per share of Class A Common Stock in such repurchase(s). In the event that A/N participates in such distribution in accordance with this Section 3.2(b)(iii), A/N shall be entitled to elect to surrender its pro rata amount for redemption in the form of Class B Common Units, Convertible Preferred Units or a combination of the two that it determines in its sole discretion. Any Convertible Preferred Units so surrendered by A/N shall be converted into Class B Common Units immediately prior to the redemption at the applicable Per Unit Amount. In such event, subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.

(iv) Notwithstanding and without limiting the foregoing, New Charter may repurchase shares of Class A Common Stock using proceeds received from any Common Tax Distribution, in which case the Common Tax Distributions made to each Member shall be in redemption of Common Units, pro rata according to the number of Common Units held by each Member, such that the number of Class A Common Units redeemed from the Charter Member is equal to the number of shares of Class A Common Stock to be repurchased, and at the price per Class A Common Unit equal to the price that is actually paid per share of Class A Common Stock in such repurchase(s). In such event, subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.

(v) Notice of every redemption pursuant to Section 3.2(b) shall be given in writing in accordance with Section 8.6 and addressed to the holders of record of the Units to be redeemed at their respective last addresses appearing on the books of the Company. Any such notice given in accordance with Section 8.6 shall be

 

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