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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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              (b) After the Effective Time, if CII or any Affiliate of CII
(other than PublicCo) contributes any assets to the Company, the Members'
Membership Interests will be adjusted, and additional Class A Common Units will
be issued to CII or such Affiliate and Common Units will be diluted on a
proportional basis with Class B Common Units.

              (c) Notwithstanding any other provision of this Section 3.6, upon
contribution of cash by CII or its Affiliate (other than PublicCo) to the
Company pursuant to Section 3.1.1(d), the number of Class A Common Units to be
issued to CII or such Affiliate will be (i) the amount of cash contributed by
CII or such Affiliate, divided by (ii) the IPO price per share of Class A Common
Stock.

              (d) Upon the acquisition of Class A Preferred Units pursuant to
the Rifkin Put Agreement by CII or its Affiliate (other than PublicCo), such
Class A Preferred Units will be converted into Class A Common Units. CII or such
Affiliate will be deemed to have made a Capital Contribution of cash to the
Company in the amount paid to a Class A Preferred Member pursuant to the Rifkin
Put Agreement, and the Company will be deemed to have issued Class A Common
Units to CII or its Affiliate. The number of Class A Common Units acquired by
CII or such Affiliate pursuant to this Section 3.6.2(d) will be (i) the net
purchase price paid by CII or such Affiliate for the Class A Preferred Units,
divided by (ii) the IPO price per share of Class A Common Stock.

              (e) The Company may and is authorized to issue Class A Common
Units to certain Persons pursuant to the terms of the Company's employee
option/compensatory plans and agreements.

         3.6.3 Class A Preferred Units. As of the Effective Time, the aggregate
number of Class A Preferred Units issued to Rifkin Holders is 133,312,118.

         3.6.4 Class B Common Units.

              (a) On the Class B Common Measuring Date, in connection with
PublicCo's Capital Contributions pursuant to Section 3.1.3(a), the Company will
issue to PublicCo a number of Class B Common Units equal to the number of shares
of common stock issued by PublicCo on such date in connection with the IPO.

              (b) Upon PublicCo's acquisition of the Class A Preferred Units
pursuant to the Rifkin Contribution Agreement at the time of the IPO, such Class
A Preferred Units will be converted into Class B Common Units. PublicCo will be
deemed to have made a Capital Contribution of cash to the Company in the amount
equal to the redemption price of such Class A Preferred Units as determined
under Section 3.5.2(a), and the Company will be deemed to have issued Class B
Common Units to PublicCo. The number of Class B Common Units acquired by
PublicCo pursuant to this Section 3.6.4(b) will be equal to the number of shares
of Class A Common Stock issued by PublicCo to the Rifkin Holders pursuant to the
Rifkin Contribution Agreement.

              (c) Upon PublicCo's issuance of common stock in exchange for Class
D Common Units, such Class D Common Units shall be deemed to have converted
automatically into a like number of Class B Common Units.

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