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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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Class D Common Members and that treats the Class D Common Units in a
discriminatory manner vis-a-vis the Class A Common Units, without the consent of
Class D Common Members owning a majority of the Class D Common Units adversely
affected, (ii) that this Agreement may not be amended in a manner that is
adverse to the Class C Common Members, without the consent of Class C Common
Members owning a majority of the Class C Common Units adversely affected, (iii)
that this Agreement may not be amended in a manner that is adverse to the Class
A Common Members, without the approval of the Class A Common Members owning a
majority of the Class A Common Units adversely affected, and (iv) that this
Agreement may not be amended (a) in a manner that is adverse to the Class A
Preferred Members with respect to their redemption and preferred return rights
under Section 3.5.2 or 3.5.3, transfer rights under Section 7.2.5, or
liquidation rights under Section 9.5.1 or (b) in a manner that adversely alters
any other expressly articulated rights of the Class A Preferred Members
hereunder and that treats the Class A Preferred Members in a discriminatory
manner vis-a-vis the Common Members, without the consent of Class A Preferred
Members owning a majority of the Class A Preferred Units. Without limiting the
generality of the foregoing, no consent of the Members, other than the Approval
of the Members, shall be required to amend this Agreement (x) to issue
additional Units or any other securities of the Company pursuant to the terms of
this Agreement, (y) to admit additional Members in connection with any issuance
of Units to such Persons pursuant to the terms of this Agreement, or (z) to
subdivide or combine any outstanding Units pursuant to Section 3.6.1 of this
Agreement. Each Member hereby irrevocably constitutes and appoints the Manager
as its true and lawful attorney-in-fact, in its name, place, and stead, to make,
execute, acknowledge, and file any duly adopted amendment to or restatement of
this Agreement. It is expressly intended by each Member that the power of
attorney granted by the preceding sentence is coupled with an interest, shall be
irrevocable, and shall survive and not be affected by the subsequent disability
or incapacity of such Member (or if such Member is a corporation, partnership,
trust, association, limited liability company or other legal entity, by the
dissolution or termination thereof).

     10.12 No Interest in Company Property; Waiver of Action for Partition. No
Member has any interest in specific property of the Company or any Subsidiary.
Without limiting the foregoing, each Member irrevocably waives during the
duration of the Company any right that such Member may have to maintain any
action for partition with respect to the property of the Company.

     10.13 Multiple Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     10.14 Remedies Cumulative. The remedies under this Agreement are cumulative
and shall not exclude any other remedies to which any Person may be lawfully
entitled.

     10.15 Investment Representation. Each Member hereby represents to, and
agrees with, the other Members and the Company that such Member is acquiring the
Membership Interest for investment purposes for such Member's own account only
and not with a view to or for sale in connection with any distribution of all or
any part of the Membership Interest. No other Person will have any direct or
indirect beneficial interest in or right to the Membership Interest.

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