Common use of Transfer of Ownership or Control Clause in Contracts

Transfer of Ownership or Control. (a) Except as provided in Subsection (f) of this section below, a franchise shall not be assigned, transferred, pledged, leased, sublet, hypothecated, or mortgaged, either in whole or in part, 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 approval 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. Any proposed assignee must show legal, technical and financial responsibility as determined by the Village and must agree to comply with all provisions of the franchise. The Grantee shall submit a petition to the Village requesting the Village's approval at least 90 days before the Grantee takes any action in furtherance of accomplishing any such assignment, transfer, pledge, lease, sublet, hypothecation, or mortgage, containing or accompanied by such information as is required in accordance with FCC regulations and by the Village. The Village shall have 120 days to act upon any request for approval of any such assignment, transfer, pledge, lease, sublet, hypothecation, or mortgage. The Village shall be deemed to have consented to a proposed assignment, transfer, pledge, lease, sublet, hypothecation, or mortgage if its refusal to consent is not communicated in writing to the Grantee within 120 days following receipt of said petition and receipt of all necessary information as to the effect of the proposed assignment, transfer, pledge, lease, sublet, hypothecation, or mortgage upon the public, unless the requesting party and the Village agree to an extension of time. The Village shall not unreasonably withhold consent to a proposed transfer. (b) 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 also 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 five percent of the voting shares of the Grantee. Change, transfer or acquisition of control of the Grantee without the Village's consent shall make the franchise subject to cancellation unless and until the Village shall have consented thereto, which consent shall 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 qualifications of the prospective controlling party, and the Grantee shall assist the Village in such inquiry. (c) 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 any Public Way, and any transfer shall by its terms, be expressly subordinate to the terms and conditions of the franchise. (d) In the absence of extraordinary circumstances, the Village shall not be required to approve any transfer or assignment of a new franchise prior to substantial completion of construction of the proposed system. (e) In no event shall a transfer of ownership or control be approved without the successor(s) in interest becoming a signatory to the franchise agreement. (f) Nothing in this section shall be deemed to prohibit any assignment, pledge, lease, sublease, mortgage, or other transfer of all or any part of the Grantee's cable system, or any right or interest therein, solely for financing purposes, provided that each such assignment, pledge, lease, sublease, mortgage, or other transfer shall be subject and subordinate to the rights of the Village pursuant to this chapter, the franchise agreement, and applicable law.