Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
<PAGE>
    

                                       4

     Statement, the fees and disbursements of one counsel for the Holders (which
     counsel shall be selected by the Majority Holders and which counsel may
     also be counsel for the Placement Agent) and (viii) the fees and
     disbursements of the independent public accountants of the Guarantor and
     the Obligors, including the expenses of any special audits or "cold
     comfort" letters required by or incident to such performance and
     compliance, but excluding fees and expenses of counsel to the underwriters
     (other than fees and expenses set forth in clause (ii) above) or the
     Holders; provided, however, that notwithstanding the foregoing, the
              --------  -------                                         
     Guarantor and the Obligors shall not be responsible for underwriting
     discounts and commissions and transfer taxes, if any, relating to the sale
     or disposition of Registrable Notes by a Holder.

          "Registration Statement" shall mean any registration statement of the
           ----------------------                                              
     Guarantor and the Obligors that covers any of the Exchange Notes or
     Registrable Notes pursuant to the provisions of this Agreement and all
     amendments and supplements to any such Registration Statement, including
     post-effective amendments, in each case including the Prospectus contained
     therein and all exhibits thereto.

          "SEC" shall mean the Securities and Exchange Commission.
           ---                                                    

          "Shelf Registration" shall mean a registration effected pursuant to
           ------------------                                                
     Section 2(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
           ----------------------------                                   
     statement of the Guarantor and the Obligors pursuant to the provisions of
     Section 2(b) of this Agreement which covers all of the Registrable Notes
     (but no other securities unless approved by the Holders whose Registrable
     Notes are covered by such Shelf Registration Statement) on an appropriate
     form under Rule 415 under the 1933 Act, or any similar rule that may be
     adopted by the SEC, and all amendments and supplements to such registration
     statement, including post-effective amendments, in each case including the
     Prospectus contained therein and all exhibits thereto.

          "TIA" shall have the meaning set forth in Section 3(l) hereof.
           ---                                                          

          "Trustee" shall mean the trustee with respect to the Notes under the
           -------                                                            
     Indenture.

          "Underwriters" shall have the meaning set forth in Section 3 hereof.
           ------------                                                       

          "Underwritten Registration" or "Underwritten Offering" shall mean a
           -------------------------      ---------------------              
     registration in which Registrable Notes are sold to an Underwriter for
     reoffering to the public.