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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            amendment or waiver effected pursuant thereto, each of which notices
            shall contain the substance of the amendment or waiver proposed or
            effected, as the case may be;

                  (xix) in the event that any broker-dealer registered under the
            Exchange Act shall underwrite any Registrable Securities or
            participate as a member of an underwriting syndicate or selling
            group or "assist in the distribution" (within the meaning of the
            Conduct Rules (the "Conduct Rules") of the National Association of
            Securities Dealers, Inc. ("NASD") or any successor thereto, as
            amended from time to time) thereof, whether as a holder of such
            Registrable Securities or as an underwriter, a placement or sales
            agent or a broker or dealer in respect thereof, or otherwise, assist
            such broker-dealer in complying with the requirements of such
            Conduct Rules, including by (A) if such Conduct Rules shall so
            require, engaging a "qualified independent underwriter" (as defined
            in such Conduct Rules) to participate in the preparation of the
            Shelf Registration Statement relating to such Registrable
            Securities, to exercise usual standards of due diligence in respect
            thereto and, if any portion of the offering contemplated by such
            Shelf Registration Statement is an underwritten offering or is made
            through a placement or sales agent, to recommend the yield of such
            Registrable Securities, (B) indemnifying any such qualified
            independent underwriter to the extent of the indemnification of
            underwriters provided in Section 6 hereof (or to such other
            customary extent as may be requested by such underwriter), and (C)
            providing such information to such broker-dealer as may be required
            in order for such broker-dealer to comply with the requirements of
            the Conduct Rules; and

                  (xx) comply with all applicable rules and regulations of the
            Commission, and make generally available to its securityholders as
            soon as practicable but in any event not later than eighteen months
            after the effective date of such Shelf Registration Statement, an
            earning statement of the Company and its subsidiaries complying with
            Section 11(a) of the Securities Act (including, at the option of the
            Company, Rule 158 thereunder).

            (e) In the event that the Issuers would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Issuers shall prepare and furnish to each of the Electing Holders, to each
placement or sales agent, if any, and to each such underwriter, if any, a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of Registrable Securities, such prospectus
conforms in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act, and the rules and regulations of the
Commission thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated 


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