Agreement, without the consent of Charter, to any Person to whom such holder
transfers any Registrable Securities or any rights to acquire Registrable
Securities, whether such transfer is by sale, gift, assignment, pledge, or
otherwise, so long as the terms of this Section 6.7 are followed, and so long as
(x) such transfer is not made pursuant to an effective Registration Statement or
pursuant to Rule 144 or Rule 145 (or any successor provisions) under the
Securities Act or in any other manner the effect of which is to cause the
transferred securities to be freely transferable without regard to the volume
and manner of sale limitations set forth in Rule 144 (or any successor
provision) in the hands of the transferee as of the date of such transfer; and
(y) such transfer is made to a Permitted Transferee.
(b) Notwithstanding Section 6.7(a), no Stockholder may assign any
of its rights under this Agreement to any Person to whom such Stockholder
transfers any Registrable Securities unless the transfer of such Registrable
Securities did not require registration under the Securities Act.
(c) The nature and extent of any rights assigned shall be as
agreed to between the assigning party and the assignee. No Person may be
assigned any rights under this Agreement unless Charter is given written notice
by the assigning party at the time of such assignment stating the name and
address of the assignee, identifying the securities of Charter as to which the
rights in question are being assigned, and providing a detailed description of
the nature and extent of the rights that are being assigned. Any assignee
hereunder shall receive such assigned rights subject to all the terms and
conditions of this Agreement, including the provisions of this Section 6.7.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
6.8 Binding Agreement; No Third Party Beneficiaries. This Agreement
will be binding upon and inure to the benefit of the parties hereto and their
successors and permitted assigns. Except as set forth herein and by operation of
law, no party to this Agreement may assign or delegate all or any portion of its
rights, obligations, or liabilities under this Agreement without the prior
written consent of each other party to this Agreement.
[Signature page follows.]