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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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Registration be effected pursuant to a shelf registration under Rule 415 of the
Securities Act unless the Registrable Securities to be included in the Demand
Registration have an aggregate market value on the date of the Demanding
Stockholders' election (before any underwriting or brokerage discounts and
commissions) of at least $100,000,000; and (c) during the time any such shelf
registration is effective, Charter may require from time to time that the
Selling Stockholders refrain from selling pursuant to such registration under
the circumstances, in the manner, and for the time period described in Section
2.6. Charter will use its reasonable best efforts to cause any Demand
Registration effected as a shelf registration under Rule 415 of the Securities
Act to remain effective for a period ending on the earlier of (i) the date that
is a number of days after the effective date of the Registration Statement equal
to 365 plus the number of days that the Selling Stockholders must refrain from
selling pursuant to Section 2.6, and (ii) the date on which all Registrable
Securities covered by the Registration Statement have been sold pursuant to the
Demand Registration; and (d) Charter will not be required under this Section 2.4
to effect more than one Demand Registration as a shelf registration under Rule
415 of the Securities Act.

         2.5 Limitation on Inclusion of Registrable Securities.

            (a) If the book running managing underwriter of any underwritten
public offering in connection with a Demand Registration determines in good
faith that the aggregate number of Registrable Securities to be offered exceeds
the number of shares that could be sold without having an adverse effect on such
offering (including the price at which the Registrable Securities may be sold),
then the number of Registrable Securities to be offered for the accounts of the
Demanding Stockholders in such offering shall be reduced or limited on a pro
rata basis, based on the respective numbers of Registrable Securities requested
to be included in such offering by all Demanding Stockholders, to the extent
necessary to reduce the total number of shares to be included in such offering
to the amount recommended by the book running managing underwriter; provided,
however, that if such registration includes securities other than Registrable
Securities of the Demanding Stockholders (whether for the account of Charter or
for any stockholder of Charter not exercising rights under this Section 21.3),
such reduction shall be made:

                (i) first, from securities held by Persons who are not
Stockholders and from securities being offered for the account of Charter,
allocated between Charter and such other Persons as Charter may determine,
subject to any agreements between Charter and such other Persons;

                (ii) second, from the number of Registrable Securities requested
to be included in such offering by Stockholders pursuant to their rights under
Section 3, on a pro rata basis, based on the number of Registrable Securities
requested to be included in the registration by Stockholders pursuant to their
rights under Section 3; and

                (iii) last, from the number of Registrable Securities requested
to be included in such offering by the Demanding Stockholders, on a pro rata
basis, based on the number of Registrable Securities requested to be included in
the registration by the Demanding Stockholders.


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