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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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Holdings (or such Subsidiary or Subsidiaries) or any such successor or other entity; 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 or any such successor; or (iii) sale or other disposition in one or a series of related transactions of all or substantially all of the consolidated assets of New Charter or Charter Holdings and their respective Subsidiaries. Notwithstanding anything to the contrary contained herein, for purposes of determining whether a Change of Control has occurred, it shall be assumed that all Class B Common Units have been exchanged for shares of Class A Common Stock (or equity interests of any successor or other entity owning or holding substantially all of the assets of New Charter and its Subsidiaries) immediately prior to any such merger, consolidation, other business combination or transfer and there is no limitation on the voting power or ownership limitation on A/N and its Affiliates or on Liberty Broadband or its Affiliates.

Charter Group” has the meaning set forth in the LLC Agreement.

Charter Holdings” has the meaning set forth in the preamble hereto, and shall include any successor thereto.

Class A Common Stock” means the Class A Common Stock, par value $0.001 per share, of New Charter.

Class A Common Unit” means (i) a Class A Common Unit of Charter Holdings, or (ii) the common stock or other equity securities of a successor corporation or entity for which a Class A Common Unit has been converted or exchanged.

Class B Common Stock” means the Class B Common Stock, par value $0.001, of New Charter.

Class B Common Unit” means (i) a Class B Common Unit of Charter Holdings, or (ii) the common stock or other equity securities of a successor corporation or entity for which a Class B Common Unit has been converted or exchanged.

Class B Unitholder” means each holder of one or more Class B Common Units party hereto as of the date hereof or which, following the date hereof, executes a joinder pursuant to Section 4.1 hereof.

Closing Price” means, with respect to any Trading Day, the price per share of the final trade of the Class A Common Stock on such day (but not including any “after hours” trading) on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading.

Code” means the Internal Revenue Code of 1986, as amended.

 

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