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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
EXCHANGE AGREEMENT (as amended from time to time in accordance with its terms, this Agreement), dated as of May 18, 2016 and effective as of the Effective Date (as herein defined) among Charter Communications, Inc., a Delaware corporation (formerly known as CCH I, LLC) (New Charter), CCH II, LLC, a Delaware limited liability company (together with any Person or Persons in the Charter Group (as defined below) to whom CCH II, LLC transfers any Units (as defined below) or who otherwise holds any Units, the Charter Member), Charter Communications Holdings, LLC, a Delaware limited liability company (Charter Holdings), Advance/Newhouse Partnership, a New York partnership (A/N), and such other permitted holders of Class B Common Units (as defined herein) from time to time party hereto.
WHEREAS, the parties hereto desire to establish economic equivalency between Common Units (as defined herein) and Class A Common Stock (as defined herein); and
WHEREAS, the parties hereto desire to provide for the exchange from time to time of Class B Common Units for cash or for shares of Class A Common Stock on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.1 Definitions. The following definitions shall for all purposes, unless the context otherwise clearly indicates, apply to the capitalized terms used in this Agreement.
Affiliate means, with respect to any Person, any other Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person; it being understood that control or any correlative version thereof in this Agreement shall have the meaning ascribed thereto in Rule 12b-2 under the Exchange Act. Notwithstanding anything to the contrary set forth in this Agreement, New Charter and its Subsidiaries shall not be deemed to be Affiliates of A/N or any of its Affiliates.
Agreement has the meaning set forth in the preamble hereto.
A/N has the meaning set forth in the preamble hereto.
A/N Party has the meaning set forth in the LLC Agreement.
Board of Directors means the Board of Directors of New Charter.
Business Day means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.