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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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        5. Adjustment for Exchange, Reorganizations, Stock Splits, etc.

               5.1 If, at any time during which the Holder continues to hold any
Shares that are subject to the Put Option provided in this Agreement, Charter
LLC issues additional Common Units to PublicCo or its successor pursuant to
Section 3.6.6 of the LLC Agreement and, as a result thereof, PublicCo or its
successor issues additional shares of common stock or other securities to the
Holder or its successor pursuant to Section 2.5 of the Exchange Agreement, then,
with respect to any Shares held by the Holder at the time such additional shares
or other securities are issued, the price per share specified in Section 3.1
shall be reduced so as to equal the product of the price per share specified in
Section 3.1 times a fraction the numerator of which is 20,581,117 and the
denominator of which is the sum of 20,581,117 plus the total number of
additional Common Units issued to PublicCo pursuant to Section 3.6.6 of the LLC
Agreement at any time after the date of this Agreement (adjusted to reverse the
effect of any reorganization, recapitalization, reclassification, dividend of
Common Units, split or reverse split, or other similar transaction affecting the
number of outstanding Common Units that may have occurred between the date of
this Agreement and the date any such additional Common Units were issued to
PublicCo).

               5.2 If the Shares are increased, decreased, changed into, or
exchanged for a different number or kind of shares or securities of the Issuer
through reorganization, recapitalization, reclassification, stock dividend,
stock split or reverse stock split, or other similar transaction, an appropriate
adjustment shall be made with respect to number and kind of shares or securities
subject to the Put Option, without change in the total price applicable to the
unexercised portion of the Put Option but with a corresponding adjustment in the
price per unit of any security covered by the Put Option. Any shares or
securities that become subject to the Put Option pursuant to this Section 5.2
shall constitute "Shares" for purposes of this Agreement.

               5.3 Upon a reorganization, merger or consolidation of the Issuer
with one or more other corporations or entities (any of the foregoing, a
"Business Combination") pursuant to which the outstanding Shares are converted
into or exchanged for any other security ("Replacement Securities"), the Put
Option shall cease to be exercisable with respect to the securities that
previously constituted "Shares" and shall instead be automatically converted
into an option to sell such number of shares or units of Replacement Securities
issued in exchange for the Shares pursuant to such Business Combination at a
price per share or unit of Replacement Securities equal to the aggregate
Purchase Price for all Shares immediately prior to such effectiveness divided by
the number of shares or units of Replacement Securities subject to the Put
Option immediately following such effectiveness. Any Replacement Securities that
become subject to the Put Option pursuant to this Section 5.3 shall constitute
"Shares" for purposes of this Agreement.

               5.4 In the event of any proposed Business Combination pursuant to
which the outstanding Shares will be converted into a right to receive
consideration other than securities of the Issuer or Replacement Securities, (i)
Allen will provide notice thereof to the Holder at least ten (10) days prior to
consummation of such Business Combination and (ii) the Put Option will expire
two days prior to such consummation except with respect to any Shares that are
specified in a notice delivered by the Holder pursuant to Section 2 prior to
such date. If the Holder delivers a notice pursuant to Section 2 after its
receipt of a notice from Allen pursuant to this


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