(ii) when such securities shall have been sold pursuant to Rule 144
or Rule 145 (or any successor provisions) under the Securities Act or in any
other transaction in which the applicable purchaser does not receive "restricted
securities" (as that term is defined for purposes of Rule 144 under the
(iii) on the first date on which such securities can be sold and
without regard to the volume and manner of sale limitations set forth in Rule
144 (or any successor provision), or
(iv) when such securities cease to be outstanding.
"Registration Statement" means a shelf registration statement
(including the related Prospectus) of Charter under Rule 415 the Securities Act
on any form selected by Charter for which Charter then qualifies and which
permits the sale thereunder of the number and type of Registrable Securities
(and any other securities of Charter) to be included therein in accordance with
this Agreement by the Selling Stockholders and any other sellers in the manner
described herein. The term "Registration Statement" shall also include all
exhibits, financial statements, and schedules and all documents incorporated by
reference in such Registration Statement when it becomes effective under the
Securities Act, and in the case of the references to the Registration Statement
as of a date subsequent to the effective date, as amended or supplemented as of
"SEC" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act or the Exchange Act.
"Securities Act" means the Securities Act of 1933, or any successor
federal statute, and the rules and regulations of the SEC promulgated
thereunder, in each case as amended from time to time.
"Selling Stockholder" means any Stockholder whose Registrable
Securities are included in any Registration Statement pursuant to Section 2.
"Stockholder" means each party to this Agreement who owns Registrable
Securities or has the right to acquire Registrable Securities pursuant to the
Contribution Agreement and any other Person:
(i) to whom any Registrable Securities or any rights to acquire any
Registrable Securities are transferred by any Person that was, immediately prior
to such transfer, a Stockholder,
(ii) who continues to hold such Registrable Securities or the right
to acquire such Registrable Securities,
(iii) to whom the transferring Stockholder has assigned any of its
rights under this Agreement, in whole or in part, in accordance with the
provisions of Section 6.7 of this Agreement with respect to such Registrable
(iv) who has executed a counterpart hereof in connection with the
transfer of such Registrable Securities.