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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
Entire Document
 
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     5.7 Competing Activities. Except as provided by any individual contract:
(i) any Manager or Member (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) may engage or invest in,
independently or with others, any business activity of any type or description,
including without limitation those that might be the same as or similar to the
Company's business or the business of any Subsidiary and that might be in direct
or indirect competition with the Company or any Subsidiary; (ii) neither the
Company or any Subsidiary nor any Member shall have any right in or to such
other ventures or activities or to the income or proceeds derived therefrom;
(iii) no Manager or Member (and their respective officers, directors, agents,
shareholders, members, partners or Affiliates) shall be obligated to present any
investment opportunity or prospective economic advantage to the Company or any
Subsidiary, even if the opportunity is of the character that, if presented to
the Company or any Subsidiary, could be taken by the Company or any Subsidiary;
and (iv) any Manager or Member (and their respective officers, directors,
agents, shareholders, members, partners or Affiliates) shall have the right to
hold any investment opportunity or prospective economic advantage for such
Manager's or Member's (and their respective officers', directors', agents',
shareholders', members', partners' or Affiliates') own account or to recommend
such opportunity to Persons other than the Company or any Subsidiary; (i)
provided that as a condition to election as Manager and receiving a Membership
Interest in the Company upon consummation of the IPO, PublicCo agrees that until
all outstanding shares of Class B Common Stock have been converted into shares
of Class A Common Stock in accordance with Clause (b)(viii) of Article Fourth of
PublicCo's certificate of incorporation as of the Effective Time, it shall not
engage directly or indirectly, including without limitation through any
Subsidiary, in any business other than the Cable Transmission Business and as a
member of, and subscriber to, the portal joint venture with Broadband Partners;
(ii) provided further, that to the extent that, as of the Class B Common
Measuring Date, PublicCo was directly or indirectly engaged in, or had agreed to
acquire directly or indirectly, an Incidental Business, so long as (a) such
Incidental Businesses so engaged in by PublicCo on the Class B Common Measuring
Date in the aggregate on such date accounted for less than ten percent (10%) of
the consolidated revenues of the total business engaged in by PublicCo, or (b)
such Incidental Businesses which on the Class B Common Measuring Date PublicCo
had agreed to acquire in the aggregate on such date accounted for less than ten
percent (10%) of the consolidated revenues of the total businesses to be
acquired, as applicable, PublicCo may, directly or indirectly, including through
any Subsidiary, continue to conduct any such Incidental Business and the
foregoing limitation on the business and purpose of PublicCo shall not require
that any such Incidental Business be divested by PublicCo, but PublicCo shall
not, directly or indirectly, expand any such Incidental Business by means of any
acquisition or any commitment of the Company or its Subsidiaries' resources or
financial support. PublicCo also agrees that it shall not (i) hold any assets,
other than (a) working capital cash and cash equivalents held for the payment of
current obligations and receivables from the Company; (b) Common Units; (c)
back-to-back obligations and mirror equity interests of the Company, consisting
of obligations and equity securities (other than Common Units, but including
convertible securities), which are substantially equivalent to liabilities or
obligations or securities of PublicCo to third parties; (d) assets subject to an
existing obligation to contribute such assets (or successor assets) to the
Company in exchange for Units; (e) assets acquired as a result of the issuance
of (x) common stock of PublicCo and/or preferred stock of PublicCo and/or (y)
liabilities or obligations of PublicCo, subject to an existing obligation to
contribute such assets (or successor assets) to the Company in


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