S-851 - 07/23/1996 - CABLE TV - Ordinances ORDINANCE 96-CB-S-$51
AN ORDINANCE APPROVING THE MERGER BETWEEN
CONTINENTAL CABLEVISION, INC. AND U S WEST, INC.
IN THE VILLAGE OF OAK BROOK, IL
WHEREAS, Continental Cablevision of Northern Illinois, Inc. , is the duly
authorized holder of a franchise (as amended to date, the "Franchise")
authorizing the operation and maintenance of a cable television system and
authorizing Franchisee to serve the Village of Oak Brook ("Franchise
Authority") ; and
WHEREAS, Franchisee is a subsidiary of Continental Cablevision, Inc.
("Continental") ; and
WHEREAS, Continental and U S WEST, Inc. ("U S WEST") have entered into
an Agreement and Plan of Merger dated as of February 27, 1996 (the
"Agreement") , subject to, among other considerations, any required approval of
the Franchise Authority with respect thereto; and
WHEREAS, in connection with the merger (the "Merger") contemplated by
the Agreement, the parent company Continental will merge with U S WEST or with
a wholly-owned subsidiary of U S WEST; and
WHEREAS, Franchisee will remain in place and continue to hold the
Franchise; and
WHEREAS, U S WEST may thereafter assign or transfer the control related
to Continental to an entity controlling, controlled by or under common control
with U S WEST; and
WHEREAS, to the extent the Franchise requires, Continental and U S WEST
now seek approval of the transfer of control from Continental to U S WEST;
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: That the provisions of the preamble hereinabove set forth
are hereby adopted as though fully set forth herein.
Section 2: To the extent that the consent of the Franchise Authority is
required by the terms of the Franchise and applicable law, the Franchise
Authority hereby consents to the transfer of control and merger of Continental
Cablevision, Inc. into U S West pursuant to the terms of the Franchise, which
is currently in full force and effect with no known outstanding defaults or
breaches thereunder.
Section 3: U S WEST may thereafter assign or transfer the Franchise to
another wholly-owned subsidiary of U S WEST, or to the parent company, where
no de facto change of ownership and control is affected, provided that U S
WEST shall comply with all notice requirements as set forth in Article IV,
Section 16, of the Village's "Cable Telecommunications Ordinance."
Ordinance 96-CB-S-851
Approving the Merger Between
Continental Cablevision, Inc.
and U S WEST, Inc. , Page 2
Section 4: This Ordinance shall have the force of continuing agreement
between Franchisee and the Franchise Authority, and the Franchise Authority
shall not amend or otherwise alter this Ordinance without the consent of
Franchisee and U S WEST.
Section 5: That this ordinance shall be in full force and effect from
and after passage and approval pursuant to law.
PASSED THIS 23rd day of July, 1996.
Ayes: Trustees Bartecki, Kenny, McInerney, Payovich, Savino and Shumate
Nays: None
Absent: None
Abstain: None
APPROVED THIS 23rd day of July, 1996.
ter ,
4Vilage Presid t
3
ATTEST: �
Village Clerk ,
Approved as to Form*. - n* �+
Village Attorney
Published
Date Paper
Not Published XX