Print Page  Close Window

SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
<PAGE>   17
                                       17

          under the laws of the State of Delaware; and each of the Company and
          Holding has power and authority (corporate or other) to own or lease
          its properties and conduct its business as described in the Prospectus
          and to execute, deliver and perform its obligations under this
          Agreement;

               (ii) The Company has an authorized capitalization as set forth
          under the caption "Capitalization" in the Prospectus and all of the
          issued shares of capital stock of the Company have been duly and
          validly authorized and issued and are fully paid and non-assessable,
          and the Shares conform in all material respects to the description
          thereof contained in the Prospectus; the Firm Shares, when issued and
          delivered, against payment thereof as contemplated by this Agreement,
          will be duly and validly authorized and issued, fully paid and
          non-assessable;

               (iii) Holding has an authorized capitalization as set forth in
          the Prospectus, and all of the issued and outstanding Membership Units
          have been duly and validly authorized and issued and are fully paid
          and non-assessable, and the Membership Units conform to the
          description thereof contained in the Prospectus;

               (iv) To the best of such counsel's knowledge and other than as
          set forth in the Prospectus, there are no legal or governmental
          proceedings pending to which the Company, Holding or any of Holding's
          subsidiaries is a party or of which any property of the Company,
          Holding or any of Holding's subsidiaries is the subject which, if
          determined adversely to the Company, Holding or any of Holding's
          subsidiaries, would, individually or in the aggregate, have a Material
          Adverse Effect; and, to the best of such counsel's knowledge and other
          than as set forth in the Prospectus, no such proceedings are overtly
          threatened by governmental authorities or by others;

               (v) This Agreement and the International Underwriting Agreement
          have been duly authorized, executed and delivered by each of the
          Company and Holding;

               (vi) The issue and sale of the Shares being delivered at such
          Time of Delivery by the Company and the compliance by the Company and
          Holding with all of the provisions of this Agreement and the
          International Underwriting Agreement and the consummation of the
          transactions herein and therein contemplated will not, to the best of
          such counsel's knowledge, result in any violation of the provisions of
          the Restated Certificate of Incorporation or Bylaws of the Company or
          the Certificate of Formation or Amended and Restated Limited Liability
          Company Agreement of Holding, or any Federal or New York statute or
          any order, rule or regulation of any Federal or New York State court
          or governmental agency or body having jurisdiction over the Company,
          Holding or Holding's subsidiaries or any of their properties;