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SEC Filings

8-K
RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
Entire Document
 
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waiting period imposed by the HSR Act. The parties shall use commercially
reasonable efforts to respond as promptly as reasonably practicable to any
inquiries received from the Federal Trade Commission (the "FTC") and the
Antitrust Division of the Department of Justice (the "Antitrust Division") for
additional information or documentation and to respond as promptly as reasonably
practicable to all inquiries and requests received from any other Governmental
Authority in connection with antitrust matters. The parties shall use
commercially reasonable efforts to overcome any objections which may be raised
by the FTC, the Antitrust Division or any other Governmental Authority having
jurisdiction over antitrust matters.

     6.6 Charter's Actions.

     (a) No party hereto, nor any of their respective Affiliates, will take any
action that is inconsistent with its obligations under this Agreement or which
does, or would reasonably be expected to, hinder or delay the consummation of
the transaction contemplated by this Agreement. Without limiting the generality
of the foregoing, at all times between the date hereof and the Closing Date,
each of Buyer and Charter will take all necessary or advisable actions to
ensure, and each of Buyer and Charter will ensure, that Buyer is able to deliver
the Cash Consideration at Closing.

     (b) At all times between the date hereof and the Closing Date, (i) Charter
shall continue to hold of record and own beneficially more than fifty percent
(50%) of all the outstanding Equity Interests of CCH, and (ii) Buyer shall be a
wholly-owned (direct or indirect) subsidiary of CCH.

     6.7 Renaissance Debt Obligations.

     (a) Buyer and Charter acknowledge and agree that all obligations of the
Renaissance Companies with respect to the Senior Discount Notes and the Senior
Debt (including all principal, accrued and unpaid interest and all other
amounts), shall remain obligations of the Renaissance Companies through and
after Closing, and each of Buyer and Charter will cooperate with the Renaissance
Companies with respect to any information relating to Buyer and Charter that
shall be reasonably requested by any of the holders of the Senior Debt.

     (b) After the Closing, Buyer and Charter agree to cause the Renaissance
Companies to commence an Offer to Purchase (as defined in the Indenture) in
accordance with the terms and conditions of the Indenture and to discharge all
of their obligations under the Indenture in accordance with its terms, and Buyer
and Charter agree that Holdings shall not have any liability or obligation in
respect thereof, including, without limitation, any change of control penalty or
premium or other payment arising out of or resulting from the consummation of
the transactions contemplated by this Agreement under or pursuant to the
Indenture or the Senior Discount Notes.

     (c) Simultaneously with the Closing and without limiting any other
obligations of Buyer and Charter, Buyer and Charter shall satisfy and discharge
all obligations