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RESOLUTION NO. 2114 <br />CITY OF MOUNDS VIEW <br />!!! COUNTY OF RAMSEY <br />STATE OF MINNESOTA <br />RESOLUTION NO. 2114 APPROVING THE TRANSFER OF OWNERSHIP <br />OF GROUP W CABLE OF THE NORTH SUBURBS, INC. <br />WHEREAS, Group W Cable, Inc., a New York Corporation <br />(hereinafter "Group W Cable"), by and through Group W Cable <br />of the North Suburbs, .Inc., a wholly -owned subsidiary, owns, <br />operates and maintains a cable television system in the City <br />pursuant to the terms and conditions of City Ordinance No. <br />319 (hereinafter "Cable Communications Franchise <br />Ordinance"); and <br />WHEREAS, Group W Cable desires to sell and otherwise <br />transfer all of the issued and outstanding shares of the <br />capital stock of Group W Cable of the North Suburbs, Inc., <br />to North Central Cable Communications Corporation <br />(hereinafter "North Central") and thereby transfer control <br />of Group W Cable of the North Suburbs, Inc., to North <br />Central; and <br />WHEREAS, Group W Cable has requested the consent from <br />`— the City to a change in ownership and control of Group W <br />Cable of the North Suburbs, Inc. to North Central; and <br />WHEREAS, the North Suburbs Cable Commission <br />(hereinafter "Commission") has been delegated the authority <br />and responsibility to coordinate, administer and enforce the <br />Cable Communications Franchise Ordinance on behalf of City <br />pursuant to the terms of a Joint and Cooperative Agreement <br />for the Administration of a Cable Television Franchise; and <br />WHEREAS, the Commission has held a public hearing on <br />behalf of City and has reviewed the legal, technical, and <br />Einar.-ial qualifications of North Central and finds no rea- <br />sonable basis to deny the request for transfer as a result <br />of said review; and <br />WHEREAS, the Commission has, recommended to City <br />approval of the transfer of control of Group W Cable of the <br />North Suburbs, Inc. to North Central subject to the actual <br />closing of the stock sale; and <br />