New Charter definition

New Charter means the new holding company that will be formed when CCH I, a current indirect subsidiary of Charter, is reorganized to be a direct subsidiary of Charter and then forms a new subsidiary that will merge with Charter through a tax-free reorganization to become the new holding company.

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New Charter means the ultimate parent company of the affiliated group resulting from the merger between Time Warner Cable Inc. and Charter Communications, Inc. Furthermore, your employment shall be deemed to have been terminated for Good Reason if, during the Charter Change in Control Protection Period and without your consent, (A) your Base Salary is reduced from your Base Salary in effect immediately before the reduction, (B) the sum of your Base Salary, Target Bonus, and target grant value of long-term incentive compensation pursuant to Sections 3.1, 3.2, and 3.3 is reduced from such sum in effect immediately before the reduction (for this purpose, the 2015, 2016, and 2017 accelerated RSU grants are taken into account as long-term incentive compensation granted in 2015, 2016, and 2017 respectively), (C) your Target Bonus is substituted with long-term incentive compensation such that it reduces your Target Bonus by more than half of your Target Bonus in effect immediately prior to the Effective Time, or (D) you no longer report to the Chief Executive Officer of New Charter (or in the event of a reorganization in which New Charter becomes a controlled subsidiary of another entity, then the ultimate parent entity of New Charter). Your employment will not be deemed to have been terminated for Good Reason in accordance with the foregoing sentence unless you provide the Company or New Charter with written notice of the circumstances giving rise to Good Reason within ninety (90) days of their occurrence, and the Company or New Charter shall have thirty (30) days from receipt of such notice to cure. If New Charter does not cure such circumstances, you must terminate employment as of the expiration of the cure period in order to resign for Good Reason. The target grant value of long-term incentive compensation will be determined in a manner consistent with the methodology used by the Company for purposes of Section 3.3 of the Agreement immediately before the Effective Time.”

New Charter has the meaning set forth in the recitals to this Agreement.

Examples of New Charter in a sentence

• Upon the completion of the State Registration of the New Charter, the Sellers shall promptly notify the Buyers of the completion of the State Registration of the New Charter.

• In such event, subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.

• Each of New Charter and Merger Subsidiary Two is a limited liability company duly organized validly existing and in good standing under the laws of its jurisdiction of organization and has all limited liability company powers and all Governmental Authorizations required to carry on its business as now conducted, except for those Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

• With respect to Represented Employees, New Charter shall retain, or shall cause to be retained, any and all of the rights and obligations it may have pursuant to Applicable Law.

• Parent shall take all action necessary to cause each of Merger Subsidiary One, Merger Subsidiary Two, Merger Subsidiary Three and New Charter to perform its obligations under this Agreement and to consummate the applicable Merger on the terms and conditions set forth in this Agreement.

More Definitions of New Charter

New Charter means the charter of the Company specifying the Buyers as the owner of the Participation Interests in the charter fund of the Company substantially in the form of Schedule 5;

New Charter means the successor entity to CCH I, which successor entity shall become the new public company parent following the completion of the Acquisition Transactions.

New Charter means the new holding company that will be formed when CCH I, a current indirect subsidiary of CCI, is reorganized to be a direct subsidiary of CCI and then forms a new subsidiary that will merge with CCI through a tax-free reorganization to become the new holding company.

New Charter means the amended and restated Certificate of Incorporation of the Company in the form attached hereto as Annex C.

New Charter means the Certificate of Incorporation for New WHX substantially in the form filed as a Plan Document.

New Charter means the Amended and Restated Certificate of Incorporation in the form and substance of Exhibit B annexed hereto.

New Charter has the meaning set forth in the preamble to this Agreement.