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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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          (h) Adjustment Escrow Agreement. The Adjustment Escrow Agreement, duly
     executed by Holdings and the Adjustment Escrow Agent if required pursuant
     to Section 2.4(b).

          (i) Employment Agreement Releases. Releases, in form and substance
     reasonably acceptable to Buyer, executed by each Person who is a party to
     the Employment Agreements (other than the Renaissance Companies), releasing
     any claims such Persons may have against any of the Renaissance Companies
     pursuant to the Employment Agreements.

          (j) Securities Releases. If, as of the Closing Date, there are
     outstanding any options, warrants or other similar claims or securities in
     respect of the Equity Interests of the Renaissance Companies (collectively,
     "Options"), other than Options held by any Renaissance Company, releases,
     in form and substance reasonably acceptable to Buyer, executed by each
     holder of such Options, releasing and terminating such Options and all
     rights of such holder thereunder.

         8.3 Deliveries by Buyer and Charter. Prior to or at the Closing, Buyer
and Charter shall deliver to Holdings the following:

          (a) Purchase Consideration.

               (1) As provided in Section 2.4, the Closing Cash Payment to
          Holdings, by wire or accounts transfer of immediately available funds
          to one or more accounts designated by Holdings by written notice to
          Buyer not less than two days prior to the Closing.

               (2) As provided in Sections 2.4 and 10.4, the Indemnity Fund to
          the Escrow Agreement, by wire or accounts transfer of immediately
          available funds to the account specified in the Indemnity Agreement.

               (3) As and to the extent provided by Section 2.4(b), the Purchase
          Price Escrow Amount to the Adjustment Escrow Agent, by wire or
          accounts transfer of immediately available funds to the account
          specified in the Adjustment Escrow Agreement.

          (b) Officers' Certificate. A certificate executed by each of Buyer and
     Charter, dated as of the Closing Date, certifying that the closing
     conditions specified in Sections 7.2(a) and (b) have been satisfied, except
     as disclosed in said certificate.

          (c) Secretaries' Certificate. A certificate executed by each of Buyer
     and Charter, dated as of the Closing Date, (1) certifying that the
     resolutions, as attached to said certificate, were duly adopted by the
     Board of Directors and shareholders of Buyer and Charter (as the case may
     be), authorizing and approving the execution by Buyer and Charter of this
     Agreement and the other Transaction Documents to which it is a party and
     the consummation of the transactions contemplated hereby and thereby and
     that such resolutions remain in full force