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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
Entire Document
 


(xiv) New Charter shall at all times reserve and keep available out of its authorized but unissued Class A Common Stock such number of shares of Class A Common Stock necessary to satisfy its obligations under Section 3.3(a). New Charter shall be permitted to take any and all actions necessary or desirable to give effect to the foregoing.

(xv) The Company shall bear its and the Charter Group’s expenses and each converting holder, or, in the event of an automatic conversion of Convertible Preferred Units pursuant to Section 3.5, the applicable lender(s) shall bear its own expenses in connection with the consummation of any conversion of Convertible Preferred Units, whether or not any such conversion is ultimately consummated, except that the Company shall bear any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, any conversion; provided, that if any shares of Class A Common Stock or Class B Common Units are to be delivered in a name other than that of the Convertible Preferred Unitholder that requested the conversion, then such converting holder or the Person in whose name such shares or Units are to be delivered shall pay to the Company the amount of any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, such conversion (to the extent the amount of any such taxes are in excess of what would be required to be paid by New Charter or the Company in connection with, or arising by reason of, such conversion if the shares of Class A Common Stock or Class B Common Units were to be delivered in the name of the Convertible Preferred Unitholder that requested the conversion) or shall establish to the reasonable satisfaction of New Charter and the Company that such tax has been paid or is not payable. For the avoidance of doubt, each converting Convertible Preferred Unitholder shall bear any and all income or gains taxes imposed on gain realized by such converting Convertible Preferred Unitholder as a result of any such conversion.

(xvi) Any shares of Class A Common Stock and/or Class B Common Units, as applicable, issued upon conversion of Convertible Preferred Units shall be validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions and all taxes and charges with respect to the issue thereof, in each case subject to the Specified Documents. New Charter, the Company and each converting holder of Convertible Preferred Units shall use their respective reasonable best efforts to obtain the approval of any Government Entity required under any Law prior to and comply with all federal and state securities laws in connection with the issuance of the shares of Class A Common Stock and/or Class B Common Units upon conversion of Convertible Preferred Units as provided herein. In addition, New Charter shall use its reasonable best efforts to have authorized for listing the shares of Class A Common Stock issuable upon conversion of the Convertible Preferred Units on NASDAQ (or such other national securities exchange upon which the Class A Common Stock of New Charter may be listed at such the time, if any) prior to the delivery thereof to the converting holder.

 

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