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w <br />shall become effective not more than sixty (60) days from the date that the <br />Grantee has entered into a contract with the most favored commercial customer. <br />The twenty percent (20 %) discount shall not be treated as a franchise related cost <br />in accordance with the Federal Communications Commission rate regulation <br />procedures. Support by the Grantee of the Grantor's Institutional Network needs <br />shall be negotiated in a separate agreement. <br />Section 15. Transfer of Ownership or Control <br />A. Transfer of Franchise. Any Franchise granted hereunder cannot be sold, <br />transferred, leased, assigned or disposed of, including but not limited to, by force <br />or voluntary sale, merger, consolidation, receivership or other means without the <br />prior consent of the Grantor, which shall not be unreasonably withheld, provided <br />that the Grantee may transfer the Franchise to an entity under common control <br />with the Grantee without such consent, but notice thereof shall be provided to the <br />Grantor. <br />B. Transfer Threshold. The Grantee shall promptly notify the Grantor of any actual <br />or proposed change in or transfer of, or acquisition by any other party of control <br />of the Grantee. The word "control" as used herein is not limited to major <br />stockholders, but includes actual working control in whatever manner exercised. <br />There shall be a rebuttable presumption of a transfer of control upon the disposal <br />by the Grantee, directly or indirectly, by gift, assignment, voluntary sale, merger, <br />consolidation or otherwise, of ten percent (10 %) or more, at one time, of the <br />ownership or controlling interest in the Cable System, or twenty percent (20 %) <br />cumulatively over the term of the Franchise of such interest to a corporation, <br />partnership, trust or association, or person or group of persons acting in concert. <br />The Grantor shall exercise its power to approve a transfer of ownership or control <br />in a manner consistent with Section 617 of the Communications Act (47 U.S.C. <br />§537). <br />C. Process. Every change, transfer, or acquisition of control of the Grantee, except a <br />pro forma transfer of assignment contemplated by Section 15A, shall make the <br />Franchise subject to cancellation unless and until the Grantor shall have consented <br />thereto, which consent shall not be unreasonably withheld. For the purpose of <br />determining whether it shall consent to such change, transfer or acquisition of <br />control, the Grantor may inquire into the legal, financial, and technical <br />qualifications of the prospective controlling party, and whether or not the Grantee <br />has materially complied with the terms of the Franchise prior to transfer, and the <br />Grantee shall assist the Grantor in any such inquiry. Failure to provide any <br />information reasonably requested by the Grantor as part of said inquiry shall be <br />grounds for denial of the proposed change, transfer or acquisition of control. <br />D. Assumption of Control. The Grantor agrees that any financial institution having a <br />pledge of the Franchise or its assets for the advancement of money for the <br />construction and/or operation of the Franchise shall have the right to notify the <br />8/22/2003 <br />