11.1 Management of the Cable System. Company shall personally manage the Cable System and the provision of Cable Services within City. It shall not directly or indirectly contract for, subcontract or assign, in whole or part, the management of the Cable System or the provision of Cable Services.
11.2 Consent Required. This Franchise and the Cable System shall not be sold, transferred (as defined below), assigned, or otherwise encumbered, without the prior consent of City, such consent not to be unreasonably withheld. Such consent shall not be required for a transfer in order to secure indebtedness such as a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of Company in the Franchise or Cable System. The foregoing requirements shall not apply to any sale, assignment or transfer which is to a wholly owned subsidiary or company controlled by the Grantee, or to any Person who wholly owns or is the controlling majority owner controls the Grantee. Grantee shall notify the City/City thirty (30) days prior to any sale, assignment or transfer.
11.2.1 The preceding prohibition shall not apply to the replacement or sale of components of the Cable System in the course of ordinary maintenance or day-to-day operation.
11.3 Transfer or Transferred. "Transfer" or "transferred" shall mean (a) any form of sale, conveyance, assignment, lease, sublease, merger, pledge, deed, grant, mortgage, transfer in trust, encumbrance or hypothecation, in whole or in part, whether voluntary or involuntary of any right, title or interest of company in or to this Franchise or to the Cable System, (b) any change in actual working control (by whatever manner exercised) or in the effective control of Company, such as that described in 47 C.F.R § 76.501 and following, including the notes thereto (but excluding footnote 2f), as in effect on the date of this Franchise (copy attached as Exhibit K), or (c) a change in limited partnership, limited liability corporation or similar interests representing ten percent (10%) or more of an equity interest in Company, including the right to require voting control without substantial additional consideration (such as compared to consideration previously provided).
11.4 If Company seeks to obtain the consent of City to any transactions or matters otherwise prohibited by this Part 11, Company shall submit an application for such consent in the form required by the FCC (currently Form 394), a copy of which is attached as Exhibit I.
11.4.1 City shall not unreasonably withhold its consent to any proposed transfer, and may grant its consent outright, may grant such consent with conditions which it finds are in the public