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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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          2.   Registration Under the 1933 Act.
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          (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, each of the Guarantor and the Obligors
shall use its best efforts to cause to be filed an Exchange Offer Registration
Statement covering the offer by the Guarantor and the Obligors to the Holders to
exchange all of the Registrable Notes for Exchange Notes and to have such
Registration Statement remain effective until the closing of the Exchange Offer.
The Guarantor and the Obligors shall commence the Exchange Offer promptly after
the Exchange Offer Registration Statement has been declared effective by the SEC
and use their best efforts to have the Exchange Offer consummated not later than
60 days after such effective date.  The Guarantor and the Obligors shall
commence the Exchange Offer by mailing the related Exchange Offer Prospectus and
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

          (i) that the Exchange Offer is being made pursuant to this
     Registration Rights Agreement and that all Registrable Notes validly
     tendered will be accepted for exchange;

          (ii) the dates of acceptance for exchange (which shall be a period of
     at least 20 business days from the date such notice is mailed) (the
                                                                        
     "Exchange Dates");
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          (iii)  that any Registrable Note not tendered will remain outstanding
     and continue to accrete in value until April 15, 2003 and thereafter will
     accrue interest, but will not retain any rights under this Registration
     Rights Agreement;

          (iv) that Holders electing to have a Registrable Note exchanged
     pursuant to the Exchange Offer will be required to surrender such
     Registrable Note, together with the letters of transmittal enclosed with
     the Exchange Offer Prospectus, to the institution and at the address
     (located in the Borough of Manhattan, The City of New York) specified in
     the notice prior to the close of business on the last Exchange Date; and

          (v) that Holders will be entitled to withdraw their election, not
     later than the close of business on the last Exchange Date, by sending to
     the institution and at the address (located in the Borough of Manhattan,
     The City of New York) specified in the notice a telegram, telex, facsimile
     transmission or letter setting forth the name of such Holder, the principal
     amount at maturity of Registrable Notes delivered for exchange and a
     statement that such Holder is withdrawing his election to have such Notes
     exchanged.

          As a condition to its participation in the Exchange Offer, each Holder
of Registrable Notes (including, without limitation, any Holder who is a
Participating Broker-