(A) Grantee shall not voluntarily, by operation of law or otherwise, sell, assign, transfer, lease, sublet or otherwise dispose of, in whole or in part, the franchise and/or cable system, without the prior written consent of the Council and then only upon such reasonable terms and conditions as allowed under applicable laws, which consent shall not be unreasonably denied or delayed. Failure to comply with this section shall be grounds for termination of grantee's franchise pursuant to § 114.26 hereof and the applicable provisions of any franchise granted hereunder.
(B) Without limiting the nature of the events requiring the Council's approval under this section, the following events shall be deemed to be a sale, assignment or other transfer of the franchise and/or cable system requiring compliance with this section:
(1) The sale, assignment or other transfer of all or a majority of grantee's assets or the assets comprising the cable system to any person;
(2) The merger of the grantee or any of its parents with or into another person (including the merger of grantee or any parent with or into any parent or subsidiary corporation or other person);
(3) The consolidation of the grantee or any of its parents with any other person;
(4) The creation of a subsidiary corporation or other entity to which the franchise and/or cable system is transferred or assigned;
(5) The sale, assignment or other transfer of capital stock or partnership, membership or other equity interests in grantee or any of its parents by one or more of its existing shareholders, partners, members or other equity owners so as to create a new controlling interest in grantee; and
(6) The issuance of additional capital stock or partnership, membership or other equity interest by grantee or any of its parents so as to create a new controlling interest in grantee. The term
CONTROLLING INTEREST as used herein is not limited to majority equity ownership of the grantee, but also includes actual working control over the grantee, any parent of grantee and/or the system in whatever manner exercised.
(C) Grantee shall notify grantor in writing of any foreclosure or any other judicial sale of all or a substantial part of the property and assets comprising the cable system of the grantee or upon the termination of any lease or interest covering all or a substantial part of said property and assets. Such notification shall be considered by grantor as notice that a change in control or ownership of the franchise has taken place and the provisions under this section governing the consent of grantor to such change in control or ownership shall apply.
(D) For the purpose of determining whether it shall consent to such change, transfer or acquisition of control, grantor may inquire into the qualifications of the prospective transferee or controlling party, and grantee shall assist grantor in any such inquiry. In seeking grantor's consent to any change of ownership or control, grantee shall have the responsibility of insuring that the transferee completes an application in form and substance reasonably satisfactory to grantor, which application shall include the information required under this chapter and applicable laws of this chapter. An application, acceptable to the city, shall be submitted to grantor prior to the date of transfer. The transferee shall be required to establish to the satisfaction of the city that it possesses the legal, technical and financial qualifications to operate and maintain the system and comply with all franchise requirements for the remainder of the term of the franchise. If, after considering the legal, financial, character and technical qualities of the transferee and determining that they are satisfactory, the Grantor finds that such transfer is acceptable, the grantor shall permit such transfer and assignment of the rights and obligations of such franchise as may be in the public interest. The consent of the grantor to such transfer shall not be unreasonably denied.
(E) Any financial institution having a security interest in any and all of the property and assets of grantee as security for any loan made to grantee or any of its affiliates for the construction and/or operation of the cable system must notify the grantor that it or its designee satisfactory to the grantor shall take control of and operate the cable television system, in the event of a default in the payment or performance of the debts, liabilities or obligations of grantee or its affiliates to such financial institution. Further, said financial institution shall also submit a plan for such operation of the system within 30 days of assuming such control that will insure continued service and compliance with all franchise requirements during the term the financial institution or its designee exercises control over the system. The financial institution or its designee shall not exercise control over the system for a period exceeding one year unless extended by the grantor in its discretion and during said period of time it shall have the right to petition the grantor to transfer the franchise to another grantee.
(F) In addition to the aforementioned requirements in this section, the city and grantee shall, at all times, comply with the requirements of M.S. § 238.083 regarding the sale or transfer of a franchise and with all other applicable laws.
(Ord. 836, passed 6-23-97) Penalty, see § 10.99