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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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Section 3.3(c)(v) was made, (I) in the case of any such options, rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, upon such final redemption or repurchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then be readjusted upon such final redemption or repurchase to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a distribution under Section 3.3(c)(i), Section 3.3(c)(ii), Section 3.3(c)(iii) or Section 3.3(c)(v), equal to the per share redemption or repurchase price received by a holder or holders of Class A Common Stock with respect to such options, rights or warrants (assuming such holder had retained such options, rights or warrants), made to all holders of Class A Common Stock as of the date of such redemption or repurchase, and (II) in the case of such options, rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such options, rights or warrants had not been issued.

(viii) Whenever the Conversion Rate is adjusted as provided in this Section 3.3(c), the Manager shall promptly prepare a notice of such adjustment, signed by a duly authorized officer of Manager, setting forth the reason for the adjustment, the adjusted Conversion Rate, the calculation thereof and the date on which the adjustment becomes effective and shall provide such notice of adjustment to the Convertible Preferred Unitholders in accordance with Section 8.6.

(ix) To the extent that New Charter has a rights plan in effect upon any conversion of Convertible Preferred Units, each share of Class A Common Stock delivered upon conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates (if any) representing the Class A Common Stock delivered upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such stockholder rights plan, as the same may be amended form time to time.

(x) For the purposes of this Section 3.3(c), the number of Class A Common Stock outstanding shall not include Class A Common Stock held in the treasury of New Charter so long as New Charter does not pay any dividend or make any distribution to the Class A Common Stock held in the treasury of New Charter, but shall include Class A Common Stock in respect of scrip certificates (if any) issued in lieu of fractions of such shares.

(xi) If a Conversion Date occurs before the effective time of a Conversion Rate adjustment under this Section 3.3(c) and (A) in the case that such Conversion Date relates to a conversion into Class A Common Stock, the Class A Common Stock received in such conversion would not be entitled to participate in the dividend, distribution, split, combination, tender offer, exchange offer, or other event that gave rise to such Conversion Rate adjustment (each such event, a “Conversion Rate Adjustment Event”), or (B) in the case that such Conversion Date relates to a conversion into Class B Common Units, the Class B Common Units received in such conversion would be not be entitled to participate in any pro rata distribution or dividend or other

 

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