Communications, Inc. a back-to-back instrument evidencing a corresponding
We intend to conduct our operations and maintain our organizational
structure so that the exchange ratio of one share of common stock to one
membership unit will remain fixed.
As of the completion of the offering, there will be 170,000,000 shares of
Class A common stock issued and outstanding and 50,000 shares of Class B common
stock issued and outstanding.
VOTING RIGHTS. The holders of Class A common stock and Class B common
stock generally have identical rights, except:
- each Class A common stockholder is entitled to one vote per share and
- each Class B common stockholder is entitled to the number of votes equal
for each share held by such holder to:
(1) ten, multiplied by the sum of:
(a) the number of shares of Class B common stock outstanding; and
(b) the number of shares of Class B common stock into which the
Charter Communications Holding Company membership units, as of
the applicable record date, are exchangeable pursuant to
agreements between the corporation and the holders of such
membership units; divided by
(2) the number of shares of Class B common stock outstanding.
- the Class B common stockholders have the sole power to amend the
provisions of Charter Communications, Inc.'s restated certificate of
incorporation relating to the activities in which Charter Communications,
Inc. may engage and relating to the exchange ratio of common stock to
membership units. See "Certain Relationships and Related
Transactions -- Allocation of Business Opportunities with Mr. Allen".
The voting rights relating to the election of Charter Communications,
Inc.'s board of directors are as follows:
- The Class B common stockholders are entitled to elect all but one member
of Charter Communications, Inc.'s board of directors.
- Class A and Class B common stockholders, voting together as one class,
are entitled to elect the remaining member of Charter Communications,
Inc.'s board of directors who is not elected by the Class B common