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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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Dealer) shall furnish, upon the request of the Companies, prior to the
consummation of the Exchange Offer, a written representation to the Companies
(which may be contained in the letter of transmittal enclosed with the Exchange
Offer Prospectus) to the effect that (A) it is not an Affiliate of the Companies
and (B) it is not engaged in and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a distribution
of the Exchange Notes to be issues in the Exchange Offer and (C) it is acquiring
the Exchange Notes in the ordinary course of business.

          As soon as practicable after the last Exchange Date, the Guarantor and
the Obligors shall:

          (i) accept for exchange Registrable Notes or portions thereof tendered
     and not validly withdrawn pursuant to the Exchange Offer; and

          (ii) deliver, or cause to be delivered, to the Trustee for
     cancellation all Registrable Notes or portions thereof so accepted for
     exchange by the Guarantor and the Obligors and issue, and cause the Trustee
     to promptly authenticate and mail to each Holder, an Exchange Note equal in
     accreted value and principal amount at maturity to the accreted value and
     principal amount at maturity of the Registrable Notes surrendered by such
     Holder.

Each of the Guarantor and the Obligors shall use its best efforts to complete
the Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than customary procedural conditions set
forth in the Exchange Offer Prospectus and that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Guarantor and the Obligors shall inform the Placement Agent of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Placement
Agent shall have the right, subject to applicable law, to contact such Holders
and otherwise facilitate the tender of Registrable Notes in the Exchange Offer.

          (b) In the event that (i) the Guarantor and the Obligors determine
that the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be consummated as soon as practicable after the last
Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other reason consummated by October 9, 1998 or (iii) the Exchange Offer has been
completed and in the opinion of counsel for the Placement Agent a Registration
Statement must be filed and a Prospectus must be delivered by the Placement
Agent in connection with any offering or sale of Registrable Notes, each of the
Guarantor and the Obligors shall use its best efforts to cause to be filed as
soon as practicable after such determination, date or notice