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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
SECTION 3.5 Automatic Exchange/Conversion of Units Pursuant to a Foreclosure.
(a) Notwithstanding any other provision of this Agreement or the Exchange Agreement, in the event of a foreclosure by a lender on any Class B Common Units or Convertible Preferred Units pledged by A/N under a Stand Alone Margin Loan pursuant to Section 4.6(c) of the Stockholders Agreement or in connection with an Equity Linked Financing pursuant to Section 4.6(d) of the Stockholders Agreement, then, whether or not a Notice of Foreclosure is received by New Charter or the Company, (i) any Class B Common Units underlying such pledge shall be deemed to be automatically surrendered in exchange for the Cash Exchange Payment or, at New Charters election, shares of Class A Common Stock, as set forth in Section 2.1(a)(ii) of the Exchange Agreement, and (ii) any Convertible Preferred Units underlying such pledge shall be deemed to be automatically converted into shares of Class A Common Stock of New Charter. New Charter shall deliver such cash or shares of Class A Common Stock to the applicable lender(s) as soon as reasonably practicable, but in any event within five (5) Business Days following the date of receipt of the applicable Notice of Foreclosure. For the avoidance of doubt, no such lender(s) shall be deemed to have received Class B Common Units or Convertible Preferred Units or to become a Member through the act of foreclosure.
(b) In the event of an automatic conversion of Convertible Preferred Units as set forth in Section 3.5(a), the applicable lender(s) entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of the time of foreclosure and the Convertible Preferred Units so converted shall be automatically deemed cancelled as of such time. Within three Business Days of the Conversion Date, New Charter shall issue shares of Class A Common Stock issuable upon conversion (together with any dividend or distribution to which such lender(s) may be entitled as a holder of Class A Common Stock at such time). The delivery of Class A Common Stock pursuant to this Section 3.5 shall be made by book-entry pursuant to instructions received from the applicable lender(s).
(c) New Charter and the Company shall be entitled to conclusively rely on, and are authorized and protected in acting upon, any executed Notice of Foreclosure received pursuant to this Section 3.5 or the absence of any Notice of Foreclosure, and none of New Charter, the Manager or the Company shall have any duty to investigate or otherwise determine the authenticity, validity, enforceability or legality of any Notice of Foreclosure, including any signatory thereto, or whether any foreclosure is valid, binding, proper, enforceable or otherwise; provided, however, notwithstanding anything herein to the contrary, following A/Ns written notice to the Company, which is received by the Company within one (1) Business Day after receiving such Notice of Foreclosure, that the Company should disregard such Notice of Foreclosure, the Company, New Charter and the Manager shall not be required to take any action hereunder or under the Exchange Agreement with respect to such Notice of Foreclosure or any foreclosure related thereto and such Notice of Foreclosure shall be deemed to never have been delivered for all purposes of this Agreement and the Exchange Agreement. The A/N Parties, each lender that exercises any rights upon a foreclosure and each holder of Convertible Preferred Units hereby releases and discharges all claims, liabilities or other