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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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exchange for Common Units (in respect of the common stock of PublicCo issued)
and/or for mirror equity securities (other than Common Units, but including
convertible securities, in respect of the mirror equity securities issued) of
the Company and/or liabilities or obligations of the Company (in respect of the
liabilities or obligations incurred), which are substantially equivalent to the
equity securities and/or liabilities and obligations of PublicCo issued to
acquire such assets; or (f) goodwill or deferred tax assets, or (ii) incur any
liabilities or obligations for borrowed money, for acquisition of assets or
under any capital lease, other than (a) in connection with back-to-back
obligations of the Company to PublicCo consisting of liabilities or obligations
of the Company which are substantially equivalent to liabilities or obligations
of PublicCo to a third party; (b) liabilities or obligations incident to the
acquisition of Units in exchange for common stock of PublicCo; or (c)
liabilities or obligations as contemplated by Clauses (i)(d) and (e) immediately
above. PublicCo further agrees (x) that it shall not issue, transfer from
treasury stock or repurchase shares of its common stock unless in connection
with any such issuance, transfer, or repurchase PublicCo takes all requisite
action such that, after giving effect to all such issuances, transfers or
repurchases, the number of outstanding shares of common stock will equal on a
one-for-one basis the number of Common Units owned by PublicCo; (y) that it
shall not issue, transfer from treasury stock or repurchase shares of preferred
stock of PublicCo unless in connection with any such issuance, transfer or
repurchase PublicCo takes all requisite action such that, after giving effect to
all such issuances, transfers or repurchases, PublicCo holds mirror equity
interests of the Company which are in the aggregate substantially equivalent to
the outstanding preferred stock of PublicCo; and (z) upon any reclassification
of the Common Units, whether by combination, division or otherwise, it shall
take all requisite action so that the number of outstanding shares of common
stock will equal on a one-for-one basis the number of Common Units owned by
PublicCo.

         The Company 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, without the Approval of the Class A Common Members,
(i) the Company 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; and (ii) to the extent that as of the Class B
Common Measuring Date, the Company 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 the Company 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 the
Company or (b) such Incidental Businesses which on the Class B Common Measuring
Date the Company 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, the Company 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
the Company shall not require that any such Incidental Business be divested by
the Company, but the Company 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.

         The Company and each Member acknowledge that the other Members, the
Manager (and their respective officers, directors, agents, shareholders,
members, partners or Affiliates) and the officers or directors of the Company
(to the extent expressly permitted in their employment agreement) might own or
manage other businesses, including businesses


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