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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
Entire Document
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paid therefor by such underwriter and with respect to any other terms of the
underwritten offering of the Registrable Securities to be sold in such offering;
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after being notified of the matters
incorporated in such prospectus supplement or post-effective amendment.

         (o) Cooperate with the Selling Stockholder and the managing underwriter
to facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legends) representing securities to be sold under the
Registration Statement, and enable such securities to be in such denominations
and registered in such names as the managing underwriter or such Selling
Stockholder may request.

         (p) Cooperate with each Selling Stockholder and each underwriter
participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with the

         4.2 Selling Stockholders' Obligations. Charter's obligations under this
Agreement to a Selling Stockholder shall be conditioned upon such Selling
Stockholder's compliance with the following:

         (a) Such Selling Stockholder shall cooperate with Charter in connection
with the preparation of the Registration Statement, and for so long as Charter
is obligated to keep the Registration Statement effective, such Selling
Stockholder will provide to Charter, in writing, for use in the Registration
Statement, all information regarding such Selling Stockholder, its intended
method of disposition of the applicable Registrable Securities, and such other
information as Charter may reasonably request to prepare the Registration
Statement and Prospectus covering the Registrable Securities and to maintain the
currency and effectiveness thereof.

         (b) Such Selling Stockholder agrees that, upon receipt of any notice
from Charter of the happening of any event of the kind described in Section
4.1(d), such Selling Stockholder will discontinue its offering and sale of
Registrable Securities pursuant to the applicable Registration Statement until
such Selling Stockholder's receipt of either (i) notice from Charter that a
Material Event no longer exists (but for no longer than the end of the 120-day
period described in Section 2.6) or (ii) the copies of the supplemented or
amended Prospectus contemplated by Section 4.1(d), and, in either case, if so
directed by Charter, such Stockholder will deliver to Charter all copies in its
possession of the most recent Prospectus covering such Registrable Securities at
the time of receipt of such notice. In the event Charter shall give any such
notice, the period mentioned in clause (ii) of Section 2.8(a) shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 4.1(d) and including the date when
each seller of Registrable Securities covered by such Registration Statement
shall have received the copies of the supplemented or amended prospectus
contemplated by Section 4.1(d).

         4.3 Underwriting Agreement. Neither Charter nor any other Person may
participate in any underwritten public offering in connection with a Demand
Registration or an Incidental Registration unless such Person (i) agrees to sell
its securities on the basis provided in any underwriting arrangements approved
by the Person or Persons selecting the lead managing