Common use of Transfer of Ownership or Control Clause in Contracts

Transfer of Ownership or Control. (1) Except as may be provided in a franchise agreement, this franchise shall not be assigned or transferred, either in whole or in part, or leased, sublet or mortgaged in any manner, nor shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any person without the prior written consent of the Village. The Grantee may, however, transfer or assign the franchise to a wholly owned subsidiary of the Grantee and such subsidiary may transfer or assign the franchise back to the Grantee without such consent, providing that such assignment is without any release of liability of the Grantee. The proposed assignee must show financial responsibility as determined by the Village and must agree to comply with all provisions of the franchise. The Village shall have 120 days to act upon any request for approval of such a sale or transfer submitted in writing that contains or is accompanied by such information as is required in accordance with FCC regulations and by the Village of Elkhart Lake. The Village shall be deemed to have consented to a proposed transfer or assignment if its refusal to consent is not communicated in writing to the Grantee within one-hundred and twenty (120) days following receipt of written notice and the necessary information as to the effect of the proposed transfer or assignment upon the public unless the requesting party and the Village agree to an extension of time. The Village shall not unreasonably withhold such consent to the proposed transfer. (2) Except as may be provided in a franchise agreement, the Grantee shall promptly notify the Village of any actual or proposed change in, or transfer of, or acquisition by any other party of, control of the Grantee. The word "control" as used herein is not limited to major stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation by any person or group of persons of ten (10) percent of the voting shares of the Grantee. Every change, transfer or acquisition of control of the Grantee shall make the franchise subject to cancellation unless and until the Village shall have consented thereto, which consent will not be unreasonably withheld. For the purpose of determining whether it shall consent to such change, transfer or acquisition of control, the Village may inquire into the qualification of the prospective controlling party, and the Grantee shall assist the Village in such inquiry. (3) The consent or approval of the Village to any transfer of the Grantee shall not constitute a waiver or release of the rights of the Village in and to the streets, and any transfer shall by its terms, be expressly subordinate to the terms and conditions of this franchise. (4) In the absence of extraordinary circumstances, the Village will not approve any transfer or assignment of an initial franchise prior to substantial completion of construction of the proposed system. (5) In no event shall a transfer of ownership or control be approved without successor in interest becoming a signatory to this franchise agreement.

Transfer of Ownership or Control. ‌ (1A) Except as may be provided in a franchise agreement, The Cable System and this franchise Franchise shall not be assigned sold, assigned, transferred, leased or transferreddisposed of, either in whole or in part, either by involuntary sale or leasedby voluntary sale, sublet merger or mortgaged in any manner, consolidation; nor shall title thereto, either legal or equitable equitable, or any right, interest or property therein, therein pass to or vest in any person Person or entity without the prior written consent of the Village. The Grantee mayTown, however, transfer or assign the franchise to a wholly owned subsidiary of the Grantee and such subsidiary may transfer or assign the franchise back to the Grantee without such consent, providing that such assignment is without any release of liability of the Grantee. The proposed assignee must show financial responsibility as determined which consent shall be by the Village and must agree to comply with all provisions of the franchise. The Village shall have 120 days to act upon any request for approval of such a sale Town Council, acting by ordinance or transfer submitted in writing that contains or is accompanied by such information as is required in accordance with FCC regulations and by the Village of Elkhart Lake. The Village shall be deemed to have consented to a proposed transfer or assignment if its refusal to consent is not communicated in writing to the Grantee within one-hundred and twenty (120) days following receipt of written notice and the necessary information as to the effect of the proposed transfer or assignment upon the public unless the requesting party and the Village agree to an extension of time. The Village shall not unreasonably withhold such consent to the proposed transferresolution. (2B) Except as may be provided in a franchise agreement, the The Grantee shall promptly notify the Village Town of any actual or proposed change in, or transfer of, or acquisition by any other party of, of control of the Grantee. The word "“control" ” as used herein is not limited to major majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation by any person or group of persons of ten (10) percent of the voting shares of the Grantee. Every change, transfer or acquisition of control of the Grantee shall make the franchise this Franchise subject to cancellation unless and until the Village Town shall have consented in writing thereto. (C) The parties to the sale or transfer shall make a written request to the Town for its approval of a sale or transfer and furnish all information required by law and the Town. (D) In seeking the Town’s consent to any change in ownership or control, the proposed transferee shall indicate whether it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against the proposed transferee by any court of competent jurisdiction; (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system or a broadband system; (4) Is financially solvent, by submitting financial data including financial statements that are audited by a certified public accountant who may also be an officer of the transferee, along with any other data that the Town may reasonably require; and (5) Has the financial, legal and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) The Town shall act by ordinance on the request within one hundred twenty (120) days of the request, provided it has received all information required by this Franchise and/or by Applicable Law. The Town and the Grantee may by mutual agreement, at any time, extend the one hundred twenty (120) day period. Subject to the foregoing, if the Town fails to render a final decision on the request within one hundred twenty (120) days, such request shall be deemed granted unless the requesting party and the Town agree to an extension of time. (F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Town, Grantee shall file with the Town a copy of the deed, agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Grantee and the transferee, and the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the event of a change in control, in which consent the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise, subject to Applicable Law, and will not be unreasonably withheld. For the purpose of determining whether it shall consent required to such change, transfer file an additional written acceptance. (G) In reviewing a request for sale or acquisition of controltransfer, the Village Town may inquire into the qualification legal, technical and financial qualifications of the prospective controlling partyparty or transferee, and the Grantee shall assist the Village Town in so inquiring. The Town may condition said sale or transfer upon such inquiryterms and conditions as it deems reasonably appropriate, in accordance with Applicable Law. (3H) The consent or Notwithstanding anything to the contrary in this subsection, the prior approval of the Village to Town shall not be required for any sale, assignment or transfer of the Franchise or Cable System to an entity controlling, controlled by or under the same common control as Grantee, provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Town and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of the Town; provided that such pledge of assets shall not constitute a waiver impair or release mitigate Grantee’s responsibilities and capabilities to meet all of its obligations under the rights of the Village in and to the streets, and any transfer shall by its terms, be expressly subordinate to the terms and conditions provisions of this franchiseFranchise. (4) In the absence of extraordinary circumstances, the Village will not approve any transfer or assignment of an initial franchise prior to substantial completion of construction of the proposed system. (5) In no event shall a transfer of ownership or control be approved without successor in interest becoming a signatory to this franchise agreement.