Common use of Transfer of Control or Stock Clause in Contracts

Transfer of Control or Stock. The Company represents that, notwithstanding any other provision of this Agreement, except as provided in Section 11.6 hereof and Appendix G to this Agreement, no change in Control of the Company, the System or the franchise granted herein shall occur after the Closing, by act of the Company, by act of any Person holding Control of the Company, the System or the franchise granted herein, by operation of law, or otherwise, without the prior written consent of the City. The requirements of Section 11.3 hereof shall also apply whenever any change is proposed of ten percent (10%) or more of the ownership or Control of the Company, the System, the franchise granted herein or of any Person holding Control of the Company or in the System or in the franchise (but nothing herein shall be construed as suggesting that a proposed change of less than ten percent (10%) does not require consent of the City if it would in fact result in a change in Control of the Company, the System or the franchise granted herein), and any other event which could result in a change in ownership or Control of the Company, regardless of the manner in which such ownership or Control is evidenced (e.g., stock, bonds, debt instruments or other indicia of ownership or Control). Notwithstanding the foregoing, the City reserves the right, on a case-by-case basis, to accept, hear and/or grant petitions or other written requests for the transfer of Control of the Company, the System or the franchise granted herein from Persons seeking to obtain Control of the Company. The City, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable to the Company or any other Person for exercising its rights herein. The Company shall be entitled to rely upon publicly filed reports to which it has access in connection with its determination of the applicability of this Section 11.2, except to the extent the Company knows or has reason to believe that any such report is or may be incorrect, or is aware of the information which is the subject of this Section otherwise than as a result of publicly filed reports.

Transfer of Control or Stock. The Company represents and warrants that, notwithstanding any other provision of this Agreement, except as provided in Section 11.6 11.8 hereof and Appendix G to this Agreement, no change in Control of the Company, the System, the assets of the System or the franchise Franchise granted herein shall occur after the Closing, by act of the Company, by act of any Person holding Control Control, directly or indirectly, of the Company, the System or the franchise Franchise granted herein, by operation of law, law or otherwise, otherwise without the prior written consent approval of the CityCouncil. The approval of the Council of any action described in this Section 11.2 shall not be unreasonably withheld. The requirements of this Section 11.3 11.2 to obtain prior written approval of the Council shall also apply to any other Person seeking to obtain Control, directly or indirectly, of the Company, the System, the assets of the System or the Franchise granted herein. After the consummation of any transfer permitted or approved under this Section 11.2, the Company shall remain responsible for any past breaches of this Agreement or applicable law for purposes of the remedies under this Agreement and for purposes of the District’s right to consider past breaches and other past performance problems in future renewal or other proceedings. The requirements of Sections 11.3-11.7 hereof shall also apply whenever any change is proposed of ten with respect to (i) twenty percent (1020%) or more (for voting interests) or fifty percent (50%) or more (for non-voting interests) of the ownership of or (ii) Control of the Company, the System, the franchise assets of the System or the Franchise granted herein or of any Person holding Control Control, directly or indirectly, of the Company or in Company, the System, the assets of the System or in the franchise Franchise granted herein (but nothing herein shall be construed as suggesting that a proposed change of less than ten twenty percent (1020%) (for voting interests) or fifty percent (50%) (for non-voting interests) does not require consent the approval of the City Council if it would in fact result in a change in Control of the Company, the System, the assets of the System or the franchise Franchise granted herein), and any other event which could result in a change in ownership or Control of the Company, regardless of the manner in which such ownership or Control is evidenced (e.g., stock, bonds, debt instruments or other indicia of ownership or Control). Notwithstanding the foregoing, the City reserves approval of the rightCouncil shall not be required with respect to solely intracorporate reorganizations between or among entities wholly owned and wholly controlled by the Company’s ultimate parent, on a case-by-case basiswhich as of the Effective Date is Comcast Corporation, to acceptthe extent such transaction does not involve a change in the management, hear and/or grant petitions day-to-day operations or other written requests for the transfer of Control financial condition of the Company, the System or the franchise granted herein from Persons seeking to obtain Control of the Company. The City, its officers, employees, agents, attorneys, consultants and independent contractors shall not be liable to ; provided the Company or any other Person for exercising its rights herein. The Company shall be entitled to rely upon publicly filed reports to which it has access in connection provide OCTT with its determination thirty (30) days advance written notice of the applicability of this Section 11.2, except to the extent the Company knows or has reason to believe that any such report is or may be incorrect, or is aware of the information which is the subject of this Section otherwise than as a result of publicly filed reportsintracorporate reorganization.