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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
Entire Document
 
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      Company Group to deliver to Buyer, its portion, complete and executed, of
      requests or applications for approval of the transfer of control or
      assignment of the Franchises, FCC Licenses and Necessary Contracts, and as
      soon as practicable thereafter (but in no event more than ten (10)
      business days) the Company shall deliver, or cause to be delivered, to the
      appropriate Governmental Authority, (i) a FCC Form 394 with respect to
      each Franchise other than to any Governmental Authority that the parties
      have agreed will not initially receive FCC Form 394; provided, that if
      either party subsequently requests that FCC Form 394 be completed,
      executed and delivered to any such Governmental Authority that did not
      initially receive a FCC Form 394 with respect to any Franchise, then each
      party will deliver to the other its portion, completed and executed, of
      appropriate FCC Form 394, and the Company shall deliver, or cause to be
      delivered, the completed FCC Form 394 to such Governmental Authority as
      soon as practicable but in any event within fifteen (15) business days
      after a party has made such request; and (ii) such other FCC forms as are
      necessary to obtain the FCC's consent to the assignment or transfer of
      control of the FCC Licenses. Without the prior consent of the other party,
      neither party shall agree with any Governmental Authority to extend or to
      toll the time limits applicable to such Governmental Authority's
      consideration of any FCC Form 394 filed with such Governmental Authority.
      The foregoing notwithstanding, neither party (nor their respective
      employees, agents, representatives or any other Person acting on behalf of
      a party) shall be precluded from making statements or inquiries to,
      attending meetings of, making presentations to, or from responding to
      requests initiated by, Governmental Authorities or other Persons from
      which a consent is sought, and each party shall apprise the other of all
      such requests.

            (c) Each of the Company and Buyer, to the extent required, shall
      file (or shall cause its ultimate parent entity to file, if applicable) as
      soon as practicable (but in any event within thirty (30) days) following
      the date of this Agreement, the appropriate notifications required under
      the HSR Act in connection with the transactions contemplated by this
      Agreement. The Company or Buyer, as the case may be, shall promptly inform
      the other of any material communication from the FCC, the Federal Trade
      Commission, the Department of Justice or any other Governmental Authority
      regarding any matter related to any antitrust or trade regulatory laws of
      any Governmental Authority ("Antitrust Laws") as they bear upon the
      purchase and sale of the Purchased Interests under this Agreement. If
      Buyer or any member of the Company Group receives a request for additional
      information or documentary material from any such Governmental Authority
      with respect to the transactions contemplated hereby, such party will
      endeavor in good faith and will use commercially reasonable efforts to
      make or cause to be made, as soon as reasonably practicable and after
      consultation with the other party, an appropriate response in compliance
      with such request. Buyer and the Company shall, and shall cause their
      filing affiliates to, use their respective commercially reasonable efforts
      to overcome any objections that may be raised by the Federal Trade
      Commission, the Department of Justice or any other Governmental Authority
      having jurisdiction over antitrust matters. The Company and Buyer shall,
      and shall cause their respective filing affiliates to, cooperate to
      prevent inconsistencies between their respective filings and between their
      respective responses to all such inquiries and responses, and will furnish
      to 


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