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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
Entire Document
 
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                  (i) Charter is engaged in discussions or negotiations with
respect to, or there otherwise is pending, any merger, acquisition, or other
form of business combination that is "probable" (within the meaning of the
Securities Act), any divestiture, tender offer, financing, or other event that,
in any such case, is material to Charter (any such activity or event, a
"Material Event"),

                  (ii) such Material Event would, in the judgment of Charter's
board of directors (after consultation with counsel), require disclosure so as
to permit the Registrable Securities to be sold in compliance with law, and

                  (iii) disclosure of such Material Event would, in the judgment
of Charter's board of directors (after consultation with counsel), be adverse to
its interests.

            (b) Charter may not delay the filing of a Registration Statement or
the sale of any Registrable Securities, whether pursuant to one or more notices
pursuant to Section 2.3(a), for more than an aggregate of 120 days within any
12-month period.

            (c) Charter shall have the right, exercisable by giving notice of
the exercise of such right to the applicable Selling Stockholders, to delay
filing or the declaration of effectiveness of a Registration Statement during
any period in which, as a result of Charter's failure to satisfy the conditions
in Rule 3-01(c) of Regulation S-X, Charter is required to include in the
Registration Statement audited financial statements of Charter prior to the date
on which such audited financial statements would normally have been prepared in
accordance with Charter's past practices and the SEC's periodic reporting
requirements.

            2.4 Continuing Effectiveness of Registration Statement. In
connection with any registration pursuant to Section 2.1, subject to Section
2.3, Charter will use its best efforts to prepare and file with the SEC any
amendments and supplements to the Registration Statement and the Prospectus used
in connection therewith, and to take any other actions, that may be necessary to
keep the Registration Statement and the Prospectus effective, current, and in
compliance with the provisions of the Securities Act, until the date two years
from the date hereof (or, if earlier, the date on which there remain no
Registrable Securities outstanding).

         3. Obligations with Respect to Registration.

            3.1 Obligations of Charter. Whenever Charter is obligated by the
provisions of this Agreement to effect the registration of any Registrable
Securities under the Securities Act, Charter shall:

            (a) Within a reasonable time not to exceed ten Business Days prior
to filing a Registration Statement or Prospectus or any amendment or supplement
thereto (other than any amendment or supplement in the form of a filing that
Charter makes pursuant to the Exchange Act), furnish to each Selling Stockholder
copies of such Registration Statement or Prospectus as proposed to be filed,
which documents will be subject to the reasonable review and comments of the
Selling Stockholders (and their respective counsel) during such period, and
Charter will not file any Registration Statement or any Prospectus or any
amendment or supplement thereto containing any statements with respect to any
Selling Stockholder or the distribution of the Registrable Securities to be
included in such Registration Statement for sale


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