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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                  (c) the later of (x) thirty days after the Lockup Termination
Date, or (y) the first date on which both of the following conditions are

                        (i) the Closing Price of CCI common stock has exceeded
115% of the IPO Price for any 90 trading days during the preceding 100
consecutive trading days; and

                        (ii) all shares of CCI common stock then held by the
Holder or any Permitted Transferee (as defined below) and subject to the Put
Option may be sold to the public in their entirety on such date (x) without
registration under the Securities Act of 1933, as amended (the "Act"), pursuant
to Rule 144 under the Act or another comparable provision or (y) pursuant to a
then effective registration statement under the Act.

            7.2 The Put Option shall terminate as to any CCI Stock on the date
on which such CCI Stock is first transferred by the Holder or any Permitted
Transferee to a person or entity that is not a "Permitted Transferee."

            7.3 For purposes of determining whether the condition in Section
7.1(c)(i) is satisfied, appropriate adjustments will be made to take into
account any subdivision (by stock split or otherwise) or combination (by reverse
stock split or otherwise) of outstanding shares of CCI common stock occurring
after the consummation of CCI's initial public offering.

      8. Miscellaneous.

            8.1 No Impairment of other Put Rights. Nothing herein is intended to
supersede, or limit Holder's ability to exercise its rights under, the
Registration Support Put (as defined in the Contribution Agreement).

            8.2 Complete Agreement; Modifications. This Agreement constitutes
the parties' entire agreement with respect to the subject matter hereof and
supersedes all other agreements, representations, warranties, statements,
promises and understandings, whether oral or written, with respect to the
subject matter hereof. This Agreement may not be amended, altered or modified
except by a writing signed by both parties.

            8.3 Additional Documents. Each party hereto agrees to execute any
and all further documents and writings and to perform such other actions which
may be or become necessary or expedient to effectuate and carry out this

            8.4 Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be sufficiently given if
delivered in person or transmitted by telecopy or similar means of recorded
electronic communication to the relevant party, addressed as follows (or at such
other address as either party shall have designated by notice as herein provided
to the other party):

            If to the Holder: