§ 121. Sale or transfer of the franchise; sale or transfer of stock.

121.(a). The franchise shall not be assigned or transferred or leased, sublet or mortgaged in any manner whether by sale or lease of assets or transfer of control of the Company or its parents, or otherwise, either in whole or in part, 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 City Council which shall not be unreasonably withheld. No authorization of the Council shall be required for any mortgage, pledge or other encumbrance of this franchise ordinance or the Cable system as security for financing purposes, so long as:

121.(a).(1). the mortgage, pledge or other encumbrance may not allow any Person to succeed to the Company's interest in the franchise or the system without the prior approval of the City; and

121.(a).(2). the terms and conditions of the mortgage, pledge or other encumbrance must be subordinate to the terms and conditions of this franchise.

121.(b). The Company shall promptly notify the City of any actual or proposed change in, or transfer of, or acquisition by any other party, of control of the Company, or any other event constituting a transfer of the franchise, and shall file a request for approval of the transfer as provided in Chapter 430, containing such information as is required therein. The word "control," as used herein, is not limited to major stockholders, general partners and limited partners, but includes actual working control in whatever manner exercised. Without limiting the foregoing, a ten percent (10%) change or more in the ownership of Company shall be presumed to be a change in control. Every change, transfer or acquisition of control of the Company shall make the franchise subject to cancellation unless and until the Council shall have consented thereto, which consent will not be unreasonably withheld.

121.(c). The acts described in 121(a)—(b) are collectively referred to as "transfers," and the entity or entities to whom transfer is to be made is referred to below as the "transferee."

121.(d). For the purpose of determining whether it shall consent to a transfer, the City may inquire into the qualification of the prospective transferee, and the Company shall assist the Council in any such inquiry. The proposed transferee must show financial responsibility as determined by the City and must agree to comply with all provisions of the franchise. A request for a transfer will not be granted unless the Council determines that:

121.(d).(1). there will be no adverse effect on the public interest, or the City's interest;

121.(d).(2). the transferee will agree to be bound by all the conditions of the franchise and to assume all the obligations of its predecessor; and

121.(d).(3). any outstanding compliance and compensation issues have been resolved or are preserved to the satisfaction of the City.

121.(e). The consent or approval of the Council to any transfer shall not constitute a waiver or release of the rights of the City, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of the franchise and any amendments or agreements related thereto.

121.(f). In no event shall any transfer be approved without transferee becoming a signatory to the franchise, and any amendments or agreements related thereto.

121.(g). A Transfer of the Franchise shall not include transfer of an ownership or other interest in Company to the parent of Company or to another Affiliate of Company; transfer of an interest in the Franchise or the rights held by Company under the Franchise to the parent of Company or to another Affiliate of Company; any action which is the result of a merger of the parent of Company; or any action which is the result of a merger of another Affiliate of Company. However, nothing in this Section 121(g) shall be read to serve as a waiver of Company's obligation to obtain the City's advance written consent to any proposed transfer that constitutes a change in the "controlling interest" of the Company as set forth in Sections 121.(a) through 121.(f) herein and Minn. Stat. Section 238.083.

(Ord 15-55, § 1, 11-12-15)