"Stockholder Representative" means R&A Management, LLC or such other
party as the Sellers shall notify Charter from time to time in a writing signed
by Holders of a majority in interest of the then Registrable Securities.
"Stockholder Indemnified Parties" means each Selling Stockholder, its
officers, directors, members, partners, employees, and agents, each Person (if
any) who controls such Selling Stockholder within the meaning of either the
Securities Act or the Exchange Act, and the officers, directors, members,
partners, employees, and agents of the foregoing parties.
1.2 Terms Defined Elsewhere in this Agreement. For purposes of this
Agreement, the following terms have the meanings set forth in the sections
Material Event Section 2.3(a)
Registration Expenses Section 4.1
1.3 Terms Generally. The definitions in this Agreement shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context requires, any pronoun includes the corresponding masculine, feminine,
and neuter forms. The words "include," "includes," and "including" are not
limiting. Any reference in this Agreement to a "day" or number of "days"
(without the explicit qualification of "Business") shall be interpreted as a
reference to a calendar day or number of calendar days. If any action or notice
is to be taken or given on or by a particular calendar day, and such calendar
day is not a Business Day, then such action or notice shall be deferred until,
or may be taken or given on, the next Business Day.
2. Shelf Registration.
2.1 Shelf Registration. Charter shall file, and use its best efforts
to cause to become effective by the date which is six months after the date
hereof, a Registration Statement registering the sale by the Stockholders of all
of the Registrable Securities; provided, however, that during the time the
Registration Statement is effective, Charter may require from time to time that
the Selling Stockholders refrain from selling pursuant to such registration
under the circumstances, in the manner, and for the time period described in
2.2 Other Securities. In addition to the Registrable Securities, the
Registration Statement may also register the sale of securities to be sold for
the account of Charter or for any stockholder of Charter not holding Registrable
2.3 Delay of Filing or Sales.
(a) Charter shall have the right, exercisable by giving written
notice of the exercise of such right to the applicable Selling Stockholders,
subject to Section 2.3(b), at any time and from time to time, to delay filing or
the declaration of effectiveness of a Registration Statement or to require the
applicable Selling Stockholders not to sell any Registrable Securities pursuant
to an effective Registration Statement for a period not in excess of 120 days
beginning on the date on which such notice is given, or such shorter period of
time as may be specified in such notice or in a subsequent notice delivered by
Charter to such effect prior to or during the effectiveness of the Registration