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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/08/2017
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acquisition, merger or other transaction (or series of transactions) with a Covered Person (or any of its controlled affiliates) that contemplates (or would result in) the acquisition (directly or indirectly) of at least 50% of the voting power or consolidated assets of any party hereto or a Covered Person, (x) any material transaction in the Cooperation Field (e.g., investments, acquisitions, mergers, partnerships, joint ventures or similar transactions) with a transaction value in excess of $50 million with any Covered Person, (y) any material commercial arrangement in the Cooperation Field (including those relating to MVNO (or similar) agreements or arrangements) with any Covered Person or (z) any material transaction (e.g., investments, acquisitions, mergers, partnerships, joint ventures or similar transactions) with a transaction value in excess of $200 million in which the direct or indirect purchase by a party hereto (or one of its controlled affiliates) of wireless spectrum constitutes at least a majority of the transaction value, and (ii) “Covered Person” means a national mobile wireless carrier or any person or entity that has a material ownership interest therein.

In the event that a party (or any of its controlled affiliates) has any contact directly or indirectly with a third party (except such party’s professional advisors) regarding any Covered Transaction, that party will promptly inform the other party of the opportunity and keep the other informed in all material respects of any such discussions, it being understood that if a party (or any of its controlled affiliates) is approached such party may receive information, so long as such party does not engage in negotiations or make proposals or initiate the contact without the involvement or permission of the other party.

Except with the prior written consent of the other party, each party will not, and will not permit its respective controlled affiliates to, enter into an agreement substantially similar in nature and scope to this Letter Agreement with any MSO.

Notwithstanding the foregoing, with respect to any Covered Transaction described in clauses (x), (y) or (z) of the definition thereof, (i) if the parties following good faith discussion cannot agree on a common position for negotiations or agreement with a third party, and one party sends the other party a written notice to that effect, the respective Chief Executive Officers of the parties will attempt in good faith to resolve such disagreement within 30 days from the date of such notice, and (ii) if a common position has not been agreed within such 30-day period, then, after the date that is six months after the date hereof through the remainder of the Term, each party (A) may engage in discussions and negotiations with such third party on its own and (B) may agree to or enter into such Covered Transaction during the Term if, in the case of this clause (B), such party offers the other party an opportunity to participate in such Covered Transaction on substantially similar terms and the other party does not accept such offer and/or agree to such Covered Transaction within ten days of such offer and receipt of relevant related information.

For purposes of this Letter Agreement, “Cooperation Field” means developing and/or selling mass-market handset or tablet-based mobile wireless communications products and services for customers within the United States (for the avoidance of doubt, excluding such products and services primarily related to the creation, production or distribution of content). Each party will promptly appoint appropriate corporate and operational representatives to manage the parties’