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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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     consummation by the Company and Holding of the transactions contemplated by
     this Agreement and the International Underwriting Agreement, except the
     registration under the Act of the Shares and such consents, approvals,
     authorizations, registrations or qualifications as have been made or except
     as may be required under state or foreign securities or Blue Sky laws in
     connection with the purchase and distribution of the Shares by the
     Underwriters and the International Underwriters;

          (j) None of the Company, Holding or any of Holding's subsidiaries is
     (i) in violation of its certificate of incorporation, by-laws, certificate
     of formation, limited liability company agreement or other organizational
     document, as the case may be, (ii) in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any indenture, mortgage, deed of trust, loan agreement, lease, license,
     permit or other agreement or instrument to which it is a party or by which
     it or any of its properties may be bound or (iii) in violation of the terms
     of any franchise agreement, or any law, statute, rule or regulation or any
     judgment, decree or order, in any such case, of any court or governmental
     or regulatory agency or other body having jurisdiction over the Company,
     Holding or Holding's subsidiaries or any of their properties or assets,
     including, without limitation, the Cable Acts or any order, rule or
     regulation of the FCC, except, in the case of clauses (ii) and (iii), such
     as would not, individually and in the aggregate, have a Material Adverse
     Effect;

          (k) The provisions of the Company's Restated Certificate of
     Incorporation and Bylaws, including, without limitation, the provisions
     thereof relating to the Stock and the Company's Class B Common Stock, par
     value .001 per share (the "Class B Stock"), are lawful and permitted under
     the Delaware General Corporation Law, do not violate any Delaware statute
     or rule or regulation of any Delaware governmental agency or body having
     jurisdiction over the Company or Holding and, subject to principles of
     equity, a Delaware court properly presented with the matter would so find;
     Holding's Certificate of Formation and Amended and Restated Limited
     Liability Company Agreement do not violate the Delaware Limited Liability
     Company Act, the Amended and Restated Limited Liability Company Agreement
     is enforceable against the parties thereto in accordance with its terms,
     and the Certificate of Formation and Amended and Restated Limited Liability
     Company Agreement do not violate any Delaware statute, any rule or
     regulation of any Delaware governmental agency or body having jurisdiction
     over the Company or Holding or any order of any Delaware court having
     jurisdiction over the Company or Holding;

          (l) The statements set forth in the Prospectus under the captions
     "Risks Factors --Regulatory and Legislative Matters", "Business --
     Acquisitions", "Regulation and Legislation", "Management", "Certain
     Relationships and Related Transactions", "Description of Certain
     Indebtedness", "Description of Capital Stock and Membership Units", "Shares
     Eligible For Future Sale" and "Certain United States Tax Consequences for
     Non-United States Holders", insofar as they purport to describe the
     provisions of the laws, documents and arrangements referred to therein, are
     accurate in all material respects;