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<br />. <br /> <br />. <br /> <br />. <br /> <br />RESOLUTION 96-5017 <br /> <br />CITY OF MOUNDS VIEW <br />COUNTY OF RAMSEY <br />STATE OF MINNESOTA <br /> <br />RESOLUTION CONSENTING TO THE TRANSFER OF <br />CONTROL OF AND CERTAIN OWNERSHIP INTERESTS IN <br />A CABLE TELEVISION FRANCHISEE TO US WEST <br /> <br />WHEREAS, the cable television franchise (the "Franchise") of the municipality of Mounds <br />View (the "Authority") is currently owned and operated by Group W Cable of the North Suburbs <br />d/b/a! Meredith Cable CompmlY ("Group WOO), which is owned by MeredithlNew Heritage Strategic <br />Partnership, L.P. ("MNHSP"); and <br /> <br />WHEREAS, the general partner ofMNHSP, has entered into a Purchase Agreement dated <br />March 15, 1996 with Contincntal Cablevision, Inc. ("Continental") whereby Group W will be <br />owned by Continental (the" Meredith/Continental Agreement"); and <br /> <br />WHEREAS, Continental will guarantee the Franchise obligations pursuant to a Corporate <br />Guaranty; and <br /> <br />WHEREAS. the Authority has consented to the transaction described in the <br />Meredith/Continental Agreement; and <br /> <br />WHEREAS, Continental intends on merging into US WEST, Inc. Or a wholly owned <br />subsidiary of US WEST, Inc., (herein collcctively known as "US WEST") pursuant to that certain <br />Agreement and Plan of Merger dated February 27,1996 (the "ContinentallUS WEST Agreement"); <br />and <br /> <br />WHEREAS, Group W will continue to hold the Franchise; and <br /> <br />WHEREAS, the Authority has rcceived a request for consent to the merger of Continental <br />and US WEST (the "Continental/US West merger"); and <br /> <br />WHEREAS, no notice of breech or default under the Franchise has been issued by Authority <br />within the past 12 months and none is outstanding; and <br /> <br />WHEREAS, the Authority has determined that subject to certain conditions which must be <br />met, US WEST possesses the requisite legal, technical and financial qualifications; <br /> <br />NOW, THEREFORE, BE IT RESOLVED, that the Continental/US West Merger is hereby <br />consented to by the Authority and pcrmittcd conditioned upon: <br /> <br />1. Execution and delivery of a Corporate Guaranty from US WEST, Inc. In the form <br />attach cd hereto; and <br />