1996-052ORDINANCE NO. 96- 5 2
ORDINANCE OF THE VILLAGE OF BUFFALO GROVE
APPROVING THE MERGER BETWEEN
CONTINENTAL CABLEVISION, INC. AND U.S. WEST, INC.
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 Buffalo Grove ( "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, manage, and
control 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 only after approval of the Franchise Authority; 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 VILLAGE OF BUFFALO GROVE,
as follows:
Section One. 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 of the Franchise, which is currently in full
force and effect with no known outstanding defaults or breaches thereunder.
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Section Two. U.S. West may thereafter assign or transfer the Franchise or
control related thereto to an entity controlling, controlled by, or under common control
with U.S. West upon notice and approval of the Franchise Authority.
Section Three. 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 notice to the Franchisee and U.S.
West.
Section Four. This Ordinance shall be in full force and effect from and after its
date of passage and approval as required by law.
Section Five. This Ordinance shall be printed and published in pamphlet form
by order of the Village of Buffalo Grove.
A YES: 6 - Marienthal, Reid, Rubin, Braiman,Hendricks, Glover
NA YES: 0 - None
PASSED: July 15, 1996
A TTEST.•
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ABSENT: 0 - None