City Approval Required. The ownership and Control (as defined in § 1.13 above) of the Company as of the date of execution of this Agreement is set forth in Appendix D hereof. Subject to the provisions of this Article, each of the following shall be subject to the prior approval of DoITT and the FCRC: (i) any sale, assignment or transfer of the Company's interest in this Agreement, the System, or the Franchise granted hereunder, and (ii) any other transaction in which a change in “Control” (of the Company, the System, or the Franchise granted hereunder) would occur, as determined by XxXXX; provided, however, that the foregoing requirements of this § 7.1 will not be applicable with respect to transfers described in § 7.2 below. Application to the City for any approval required hereunder must be made at least 120 calendar days prior to the contemplated effective date of the transaction. Such application must contain complete information on the proposed transaction, including details of the legal, financial, technical, and other qualifications of the transferee. At a minimum, the following information must be included in the application: (a) any shareholder reports or filings with the Securities and Exchange Commission that pertain to the transaction; (b) a report detailing any changes in ownership of voting or non-voting interests of over five percent (5%), including corporate organizational charts describing the corporate ownership structure of the Company prior to and after the proposed transaction; (c) other information necessary to provide an accurate understanding of the financial position of the Company and the System before and after the proposed transaction; (d) information regarding any potential impact of the transaction on rates and service of subscribers; and (e) any material contracts that relate to the proposed transaction as it affects the operations of the Company under this Agreement and, upon reasonable request by the City, all material documents and other information related or referred to therein and which are necessary to understand the proposed transaction; provided, however, that if the Company believes that the requested information constitutes Confidential Information, then the Company may label such information accordingly pursuant to the procedures set forth in § 6.1.
Appears in 2 contracts
Samples: Franchise Agreement, Franchise Agreement
City Approval Required. The ownership and Control (as defined in § 1.13 above) of the Company as of the date of execution of this Agreement is set forth in Appendix D hereof. Subject to the provisions of this Article, each of the following shall be subject to the prior approval of DoITT and the FCRC: (i) any sale, assignment or transfer of the Company's interest in this Agreement, the System, or the Franchise granted hereunder, and (ii) any other transaction in which a change in “Control” (of the Company, the System, or the Franchise granted hereunder) would occur, as determined by XxXXXDoITT; provided, however, that the foregoing requirements of this § 7.1 will not be applicable with respect to transfers described in § 7.2 below. Application to the City for any approval required hereunder must be made at least 120 calendar days prior to the contemplated effective date of the transaction. Such application must contain complete information on the proposed transaction, including details of the legal, financial, technical, and other qualifications of the transferee. At a minimum, the following information must be included in the application:
(a) any shareholder reports or filings with the Securities and Exchange Commission that pertain to the transaction;
(b) a report detailing any changes in ownership of voting or non-voting interests of over five percent (5%), including corporate organizational charts describing the corporate ownership structure of the Company prior to and after the proposed transaction;
(c) other information necessary to provide an accurate understanding of the financial position of the Company and the System before and after the proposed transaction;
(d) information regarding any potential impact of the transaction on rates and service of subscribers; and
(e) any material contracts that relate to the proposed transaction as it affects the operations of the Company under this Agreement and, upon reasonable request by the City, all material documents and other information related or referred to therein and which are necessary to understand the proposed transaction; provided, however, that if the Company believes that the requested information constitutes Confidential Information, then the Company may label such information accordingly pursuant to the procedures set forth in § 6.1.
Appears in 1 contract
Samples: Franchise Agreement
City Approval Required. The ownership and Control (as defined in § 1.13 above) control structure of the Company Franchisee as of the date of execution of this Agreement is set forth in Appendix D B hereof. Subject to the provisions of this Article, each Xxxx- chisee shall apply to the City for approval of any transaction in which any change is proposed with re- spect to ten percent (10%) or more for voting interests or twenty-five percent (25%) or more for non-voting interests of the following shall be subject to the prior approval ownership of DoITT and the FCRC: (i) any sale, assignment or transfer of the Company's interest in this AgreementFranchisee, the Cable System, the Cable System assets, or the Franchise granted hereunder, and (ii) any by submitting FCC Form 394 or such other transaction in which a change in “Control” (of form as the Company, the System, or the Franchise granted hereunder) would occur, as determined by XxXXXFCC may prescribe for that purpose; provided, howeverhow- ever, that the foregoing requirements of this § 7.1 will Section
13.1 shall not be applicable with respect to transfers described to: (a) trans- fers of any ownership interests expressly permitted in § 7.2 belowthe “Permitted Transfers” section, if any, of Appendix B; or (b) which are effectuated as a result of any trans- actions involving the exchange of publicly traded shares. Application to the City for any approval required hereunder must The application shall be made at least 120 one hundred twenty (120) calendar days prior to the contemplated con- templated effective date of the transaction. Such application must ap- plication shall contain complete information on the proposed transaction, including details of the legal, financialfi- nancial, technical, and other qualifications of the transferee. At a minimum, the following information must be included in the application:
(a) 13.1.1 all information and forms required under federal law;
13.1.2 any shareholder reports or filings with the Securities and Exchange Commission that pertain to the transaction;
(b) 13.1.3 a report detailing any changes in ownership of voting or non-voting interests of over five percent (5%), including corporate organizational charts describing the corporate ownership structure of the Company prior to and after the proposed transaction;
(c) 13.1.4 other information necessary to provide an accurate understanding of the financial position of the Company and the Cable System before and after the proposed transactiontransac- tion;
(d) 13.1.5 information regarding any potential impact of the transaction on Subscriber rates and service of subscribersservice; and
(e) 13.1.6 any material contracts that relate to the proposed transaction as it affects the operations of the Company under this Agreement City and, upon reasonable request by the City, all material documents and other information related that are re- lated or referred to therein and which are necessary to understand the proposed transaction; provided, however, that if the Company Franchisee believes that the requested re- quested information constitutes Confidential Informationis confidential and proprietary, then Franchisee must provide the Company may label such information accordingly pursuant following documen- tation to the procedures set forth in § 6.1City: (i) specific identification of the in- formation; (ii) a statement attesting to the reason(s) Franchisee believes the information is confidential; and (iii) a statement that the documents are available at Franchisee’s designated offices for inspection by the City.
Appears in 1 contract
Samples: Cable Franchise Agreement