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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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Calendar Quarter” means each January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31.

Cash Exchange Payment” means an amount in cash equal to the product of (x) the number of Class B Common Units Exchanged and (y) the VWAP of the Class A Common Stock for the two consecutive Trading Days ending on and including the Trading Day immediately prior to the date of delivery of the relevant Exchange Notice or Notice of Foreclosure; provided that in calculating such average, (i) the Closing Price for any Trading Day during the two Trading Day period prior to the Ex-Dividend Date of any extraordinary distributions made on the Class A Common Stock during the two Trading Day period shall be reduced by the value of such distribution per share of Class A Common Stock, and (ii) the Closing Price for any Trading Day during the two Trading Day period prior to the date of a Subdivision or Combination of Class A Common Stock occurring during the two Trading Day period shall automatically be adjusted in inverse proportion to such Subdivision or Combination; and provided, further, that in connection with any Exchange (other than pursuant to Section 2.1(b)) in connection with, and immediately prior to, a Change of Control, the Cash Exchange Payment shall be the fair market value, as determined by the Board of Directors in good faith, of the per share consideration to be received by the holders of the Class A Common Stock in connection with the Change of Control.

Change of Control” means any (i) merger, consolidation or other business combination of New Charter or Charter Holdings (or any of their respective Subsidiaries that alone or together represent all or substantially all of New Charter’s or Charter Holdings’ consolidated business at that time) or any successor or other entity owning or holding substantially all of the assets of New Charter or Charter Holdings and their respective Subsidiaries that results in the holders of Class A Common Stock (in the case of New Charter) or the holders of Common Units (in the case of Charter Holdings) immediately before the consummation of such transaction, or a series of related transactions, holding, directly or indirectly, less than 50% of the equity or voting power of New Charter or Charter Holdings (or any such Subsidiary or Subsidiaries) or any successor or other entity owning or holding substantially all of the assets of New Charter or Charter Holdings and their respective Subsidiaries or the surviving entity thereof, as applicable, immediately following the consummation of such transaction or series of related transactions; it being understood that such ownership shall be evaluated on a combined basis (i.e., on an as-converted, as-exchanged basis and without regard to any voting power or ownership limitation on A/N, Liberty Broadband or their respective Affiliates) so that any ownership interest in the Charter Member shall be aggregated (without duplication) with any ownership interest in Charter Holdings or any such Subsidiary of New Charter, any other member of the Charter Group or any such successor; (ii) transfer, in one or a series of related transactions, equity interests representing 50% or more of the equity or voting power of Charter Holdings or New Charter (or any of their respective Subsidiaries that alone or together represent all or substantially all of New Charter’s or Charter Holdings’ consolidated assets at that time) or any successor or other entity owning or holding substantially all of the consolidated assets of New Charter and Charter Holdings and their respective Subsidiaries, taken as a whole, to a Person or Group (other than New Charter or any of its Subsidiaries), or entitling such Person or Group to elect a majority of the board of directors or similar governing body of New Charter or Charter

 

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