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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
(f) Expenses. Charter Holdings shall bear its and the Charter Groups expenses and each exchanging Class B Unitholder or, in the case of an automatic exchange of Class B Common Units pursuant to Section 3.5 of the LLC Agreement, the applicable lender(s), shall bear its own expenses in connection with the consummation of any Exchange, whether or not any such Exchange is ultimately consummated, except that Charter Holdings shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided, that if any shares of Class A Common Stock are to be delivered in a name other than that of the Class B Unitholder that requested the Exchange or applicable lender(s), then such Class B Unitholder, applicable lender(s) or the Person in whose name such shares are to be delivered shall pay to Charter Holdings the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange (to the extent the amount of any such taxes are in excess of what would be required to be paid by New Charter or Charter Holdings in connection with, or arising by reason of, such Exchange if the shares of Class A Common Stock were to be delivered in the name of the Class B Unitholder that requested the Exchange or applicable lender(s)) or shall establish to the reasonable satisfaction of New Charter and Charter Holdings that such tax has been paid or is not payable. For the avoidance of doubt, each exchanging Class B Unitholder shall bear any and all income or gains taxes imposed on gain realized by such exchanging Class B Unitholder as a result of any such Exchange.
(g) Treatment for U.S. Federal Income Tax Purposes. For U.S. Federal income tax purposes, the parties agree to treat an Exchange for cash that is not directly traceable to cash received from New Charter as a distribution under Section 731 of the Code and to treat any other Exchange as a disguised sale of Class B Common Units from A/N to a member of the Charter Group, and each of the parties shall file all tax returns in a manner consistent with such treatment.
SECTION 2.2 Common Stock to be Issued.
(a) In connection with any Exchange, whether pursuant to Section 2(a)(i), Section 2(b) or Section 3.5 of the LLC Agreement, or other transaction described herein, New Charter and Charter Holdings reserve the right to provide shares of Class A Common Stock that are registered pursuant to the Securities Act, unregistered shares of Class A Common Stock or any combination thereof, as each of them may determine in its sole discretion.
(b) 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 hereunder. New Charter, Charter Holdings and the exchanging Class B Unitholder(s) 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 Class A Common Stock in any Exchange. New Charter shall use its reasonable best efforts to list the shares of Class A Common Stock issued in any Exchange on NASDAQ (or such other national securities exchange upon which the Class A Common Stock of New Charter may be listed on the Date of Exchange) prior to the delivery thereof to the exchanging Class B Unitholder.
(c) Any Class A Common Stock to be issued by New Charter in accordance with this Agreement shall be validly issued, fully paid and non-assessable.