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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 08/14/2017|
Shelf Filing Deadline shall have the meaning assigned thereto in Section 2(b) hereof.
Shelf Registration shall have the meaning assigned thereto in Section 2(b) hereof.
Shelf Registration Statement shall have the meaning assigned thereto in Section 2(b) hereof.
Special Interest shall have the meaning assigned thereto in Section 2(c) hereof.
Transfer Restricted Notes shall have the meaning assigned thereto in Section 2(c) hereof.
Trust Indenture Act shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.
Trustee shall mean The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture.
Unless the context otherwise requires, any reference herein to a Section or clause refers to a Section or clause, as the case may be, of this Agreement, and the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Any reference herein to Notes or Exchange Notes refers also to any guarantees thereof by any guarantors required to guarantee such notes pursuant to the Indenture.
SECTION 2. Registration Under the Securities Act.
(a) Except as set forth in Section 2(b) below, the Issuers agree to file under the Securities Act, as soon as practicable, a registration statement relating to an offer to exchange (such registration statement, the Exchange Offer Registration Statement, and such offer, the Exchange Offer) any and all Registrable Securities for a like aggregate principal amount of Exchange Notes. The Issuers agree to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become or be declared effective under the Securities Act as soon as practicable after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with the Exchange Act. The Issuers further agree to use their reasonable best efforts to complete the Exchange Offer not later than 450 days following the Closing Date (or if such 450th day is not a business day, the next succeeding business day) (the Exchange Date) and to exchange Exchange Notes for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Issuers shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable United States federal and state securities laws to complete the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days after the date notice of the Exchange Offer is mailed to holders. The Exchange Offer will be deemed to have been completed only if the Exchange Notes received by holders, other than Restricted Holders, in the Exchange Offer in exchange for Registrable Securities are, upon