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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
 
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                                    If prior to Closing CCI, Charter LLC or
                                    Charter Holdings takes an action (other than
                                    dispositions of obsolete equipment or other
                                    equipment deemed to be unnecessary in the
                                    ordinary operations of Charter Holdings'
                                    business) that results in a reduction in the
                                    assets of Charter LLC or Charter Holdings,
                                    then, at FHGLP's option, either an
                                    appropriate adjustment (as mutually agreed
                                    between FHGLP and CCI) will be made to the
                                    number of Units in Charter LLC received by
                                    FHGLP to reflect such reduction, or FHGLP
                                    will sell the Contributed Interest to CCI
                                    and receive Cash Consideration therefor in
                                    lieu of Equity Consideration, in accordance
                                    with the terms of the Purchase and
                                    Contribution Agreement.

Transfer of FHGLP Units             The Units received by FHGLP will be
                                    transferable in accordance with the
                                    following: FHGLP will have the right to
                                    transfer its Units in Charter LLC to its
                                    partners, provided, however, that (i) each
                                    such transferee must agree to be bound by
                                    the terms of the Charter LLC Operating
                                    Agreement, and (ii) each such transferee
                                    must represent that it is an accredited
                                    investor and give such other investment
                                    representations and other undertakings as
                                    are customarily given by persons acquiring
                                    securities in a private placement. If any
                                    proposed transferee fails to make such
                                    agreements and representations or if the
                                    Company reasonably determines that the
                                    transfer to such individual would require
                                    registration under the Securities Act, then
                                    such transferee shall receive cash in lieu
                                    of such Units, and the Company shall adjust
                                    the cash and equity components of the
                                    consideration accordingly; provided,
                                    however, that if and to the extent such
                                    adjustment causes the equity component of
                                    the consideration to be less than the
                                    Minimum Contributed Interest, FHGLP shall
                                    not be required to contribute the Minimum
                                    Contributed Interest. All Units of Charter
                                    LLC will be freely transferable without
                                    restriction to Paul G. Allen in accordance
                                    with any of the various Put Agreements
                                    contemplated by the Purchase and
                                    Contribution Agreement. In addition, each
                                    holder of Units may transfer all or any
                                    portion of its Units to any person or entity
                                    to which such holder is permitted to assign
                                    its rights under the Registration Rights
                                    Agreement (in the form of Exhibit C to the
                                    Contribution and Purchase Agreement) in
                                    accordance with Section 8.6(a) thereof,
                                    provided, however, that (i) each such
                                    transferee must agree to be bound by the
                                    terms of the Charter LLC Operating
                                    Agreement, (ii) each such transferee must
                                    (x) represent that


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