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R~so~trnoN No. <br /> <br />A RESOLUTION PROWDU~G FOR THE CBANGE ~N CONTROL <br /> OF A CABLE TELEVISION FRANCmSEE <br /> <br /> WHEREAS, the of ("Franchising Authority") has <br />granted a fi'anckise to a subsidiary (the "Franchisee") of Time Warner Inc. (TWI) to provide cable <br />television service: <br /> <br /> WHEREAS, TWI and America Onl'me, Inc. (AOL) have entered into an Agreement and <br />Plan of Merger (the "Merger Agreement) dated as of January 10, 2000; <br /> <br /> WHEREAS, the Merger Agreement will result in a stock-for-stock merger (the <br />"Transaction") in which TWI and AOL will merge with subsidiaries ora newly formed holding <br />company; and <br /> <br /> WHEREAS, as a result of the Tran.qaction both TWI and AOL will become wholly owned <br />subsidiaries of the new company, AOL Time Warner Inc.; and <br /> <br /> WHEREAS, the Franchising Authority has concluded the Transaction will result in a <br />change of control of the Franchisee. <br /> <br />NOW, THEREFORE, BE IT RESOLVED BY FRANCHISING AUTHORITY: <br /> <br />1. To the extent required under the terms of the Franchise, the Franchising Authority authorizes <br /> and consents to any change in control of the Franchisee result'rog ~om the Transaction. <br /> <br />2. The Fr'gnchisee shall remain respons~le for all obligations under the Franchise. <br />3. The foregoing consent shall be effective upon the closing of the Tran.qaction. <br /> <br />PASSED, ADOPTED AND APPROVED this day of <br /> <br />,2000. <br /> <br />ATTESTATION AND CERTIFICATION: <br /> <br />By: <br />Title: <br /> <br />By: <br />Title: <br /> <br /> <br />