Common use of Termination; Withdrawal Clause in Contracts

Termination; Withdrawal. (a) Subject to Section 10 hereof, this Agreement may be terminated by Charter Holdco, at any time upon notice to the Dealer Managers, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by Charter Holdco for any reason or (ii) the Dealer Managers do not comply in all material respects with any material covenant specified in Section 1. (b) Subject to Section 10 hereof, this Agreement may be terminated by the Dealer Managers, at any time upon notice to Charter Holdco, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by Charter Holdco for any reason, (ii) the Charter Companies do not comply in all material respects with any covenant specified in Section 1 hereof, (iii) Charter Holdco shall file with the SEC, publish, send or otherwise distribute any amendment or supplement to the Offering Documents to which the Dealer Managers shall reasonably object or which shall be reasonably disapproved by counsel to the Dealer Managers, or (iv) any of the conditions or obligations specified in Section 6 hereof are not satisfied. (c) Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 3(a)(i) only, at any time prior to the consummation of the transactions described in the Registration Statement, the Dealer Managers will be entitled to their full fees described above in the event that Charter Holdco consummates, at any time prior to the date that is 30 days after the date of such termination, an offer or offers in a form similar to the Exchange Offer and involving the issuance of securities similar to those being issued by CCI in connection therewith, in a transaction or series of transactions in which the Dealer Managers did not act as dealer managers to Charter Holdco or its affiliates.

Termination; Withdrawal. (a) Subject to Section 10 hereof, this Agreement may be terminated by the Charter HoldcoCompanies, at any time upon notice to the Dealer Managers, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by the Charter Holdco Companies for any reason or (ii) the Dealer Managers do not comply in all material respects with any material covenant specified in Section 1. (b) Subject to Section 10 hereof, this Agreement may be terminated by the Dealer Managers, at any time upon notice to the Charter HoldcoCompanies, if (i) at any time prior to the Exchange Date, the Exchange Offer is terminated or withdrawn by the Charter Holdco Companies for any reason, (ii) the Charter Companies do not comply in all material respects with any covenant specified in Section 1 hereof, hereof or (iii) the Charter Holdco Companies shall file with the SEC, publish, send or otherwise distribute any amendment or supplement to the Offering Documents to which the Dealer Managers shall reasonably object or which shall be reasonably disapproved by counsel to the Dealer Managers, or (iv) any of the conditions or obligations specified in Section 6 hereof are not satisfied. (c) Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 3(a)(i) only, at any time prior to the consummation of the transactions described in the Registration Statement, the Dealer Managers will be entitled to their full fees described above in the event that the Charter Holdco consummatesCompanies consummate, at any time prior to the date that is 30 days after the date of such termination, an offer or offers in a form similar to the Exchange Offer and involving the issuance of securities similar to those being issued by CCI the Charter Companies in connection therewith, in a transaction or series of transactions in which the Dealer Managers did not act as dealer managers to the Charter Holdco Companies or its affiliates.