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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
Selling Holder Questionnaire means a selling stockholder questionnaire, in form and content reasonably acceptable to the Company, completed and signed by a Selling Holder.
Selling Holders means, following and with respect to any Shelf Registration Trigger Event, (a) if the applicable Shelf Underlying Transaction is an Exchangeable Private Placement, the Exchangeable Holders of the Exchangeable Securities sold in such Exchangeable Private Placement, (b) if the applicable Shelf Underlying Transaction is a Pledge, the lenders or Hedging Counterparty in favor of whom the Pledge is made, (c) if the applicable Shelf Underlying Transaction is a Hedging Transaction, the Hedging Counterparty to such Hedging Transaction, and (d) if the applicable Shelf Underlying Transaction is a private placement of Preferred Units, the record and beneficial holders of Preferred Units sold in such private placement.
Selling Holders Information has the meaning set forth in Section 2(b)(i).
Shelf Period has the meaning set forth in Section 2(b)(ii).
Shelf Registrable Securities means, at any time, any shares of Class A Common Stock (a) delivered or deliverable to an Exchange Holder upon the exchange of Exchangeable Securities, (b) delivered or deliverable to a lender or Hedging Counterparty upon foreclosure of a Pledge, (c) delivered to a Hedging Counterparty upon settlement or unwinding of a Hedging Transaction, (d) sold short by a Hedging Counterparty to establish its hedge under a Hedging Transaction or (e) to a Preferred Transferee upon conversion of Preferred Units by such Preferred Transferee, in each case of clauses (a), (b) and (c), which shares are Registrable Securities immediately prior to such delivery, and in case of clause (d), the shares used to close out the Hedging Counterpartys stock borrowing may be Registrable Securities.
Shelf Registration has the meaning set forth in Section 2(b)(i).
Shelf Registration Request has the meaning set forth in Section 2(b)(ii).
Shelf Registration Statement means a registration statement of the Company under the Securities Act filed with the SEC on Form S-3 (or the then-appropriate form or any successor form under the Securities Act) providing for an offering of Shelf Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the SEC).
Shelf Registration Trigger Event means the occurrence of any of the following during the term of this Agreement: (a) the first date on which any Preferred Units are converted into Class A Common Stock by a Preferred Transferee, (b) 30 days prior to the expected entrance by an Investor Holder into a loan or Hedging Transaction that is secured by a Pledge, (c) thirty (30) days prior to the first date on which any Exchangeable Securities become eligible to be exchanged for Registrable Securities, (d) 30 days prior to the expected settlement or unwinding of a Hedging Transaction in which the Hedging Counterparty is expected to receive Registrable Securities from an Investor Holder or (e) 30 days prior to the expected entrance by an Investor Holder into a Hedging Transaction pursuant to which it is expected that the Hedging Counterparty will need to sell short an amount of shares of Class A Common Stock to establish its hedge which is in excess of the amount permitted under Rule 144.