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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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          (j)   Miscellaneous. Each of the Guarantor and the Obligors agrees,
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for the sole benefit of the Placement Agent:

          (i)   prior to the consummation of the Exchange Offer or the
     effectiveness of a Shelf Registration Statement if, in the reasonable
     judgment of the Placement Agent, it or any of its affiliates (as such term
     is defined in the rules and regulations under the 1933 Act) is required to
     deliver an offering memorandum in connection with sales of, or market-
     making activities with respect to, the Notes or the Exchange Notes, (A) to
     periodically amend or supplement the Final Memorandum (as defined in the
     Placement Agreement) so that the information contained in the Final
     Memorandum complies with the requirements of Rule 144A of the 1933 Act, (B)
     to amend or supplement the Final Memorandum when necessary to reflect any
     material changes in the information provided therein so that the Final
     Memorandum will not contain any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in light of the circumstances existing as of the date the Final
     Memorandum is so delivered, not misleading and (C) to provide the Placement
     Agent with copies of each such amended or supplemented Final Memorandum, as
     the Placement Agent may reasonably request;

          (ii)  following the consummation of the Exchange Offer or the
     effectiveness of a Shelf Registration Statement and for so long as the
     Notes or the Exchange Notes are outstanding, if, in the reasonable
     judgement of the Placement Agent, it or any of its affiliates (as such term
     is defined in the rules and regulations under the 1933 Act) is required to
     deliver a prospectus in connection with sales of, or market-making
     activities with respect to, such securities, (A) to periodically amend the
     applicable registration statement so that the information contained therein
     complies with the requirements of Section 10(a) of the 1933 Act, (B) if
     requested by the Placement Agent, within 45 days following the end of the
     Guarantor's and the Obligors' most recent fiscal quarter, to file a
     supplement to the prospectus included in the applicable registration
     statement which sets forth the financial results of the Guarantor and the
     Obligors for the previous quarter, (C) to amend the applicable registration
     statement or supplement the related prospectus or the documents
     incorporated therein when necessary to reflect any material changes in the
     information provided therein so that the registration statement and the
     prospectus will not contain any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     therein, in light of the circumstances existing as of the date the
     prospectus is so delivered, not misleading and (D) to provide the Placement
     Agent with copies of each such amendment or supplement as the Placement
     Agent may reasonably request;

          (iii) notwithstanding clauses (i) and (ii) above, (A) prior to
     amending the Final Memorandum or to filing any post-effective amendment to
     any registration