Resolution No. 4720 (2) - Laserfiche WebLink

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RESOLUTION NO. 4720 A RESOLUTION CONSENTING TO CHANGE IN CONTROL OF TCI CABLEVISION - OF OREGON, INC. FROM AT &T TO AT &T C'OMCAST. The City Council of the City of Eugene finds as follows: A. TCI Cablevision of Oregon, Inc., aka AT &T Broadband, the cable franchise holder ( "Franchisee ") in the City of Eugene ( "Franchise Authority ") is an indirect subsidiary of AT &T Corp. ("AT&T"), and AT &T intends to merge its cable systems with Comcast Corporation ( "Comcast ") to create a new company to be known as AT &T Comcast Corporation ( "AT &T Comcast ") pursuant to the terms of an Agreement and Plan of Merger dated December 19, 200 1, by and among AT &T, AT &T Broadband Corp., Comcast and certain of their respective affiliates, and a Separation and Distribution Agreement dated December 19, 2001, by and between AT &T and AT &T Broadband Corp. (the "Merger "). B. Prior to the Merger, pursuant to an internal corporate restructuring, the stock of the Franchisee, or indirect ownership of the Franchisee, may be transferred through one or more internal transfers or mergers to another direct or indirect subsidiary of AT &T, or Franchisee may elect as permitted by law to convert or reorganize its legal form to a limited company (together with the Merger, the "Transactions "). C. Following the Transactions, the resulting entity will be controlled by AT &T Comcast but will continue to operate the cable system and continue to hold and be responsible for performance of the cable franchise. D. On March 4, 2002, the companies gave notice to the Franchise Authority of the proposed change in control that would result from the merger of AT &T Broadband and Comcast by filing an FCC Form 394, together with attached exhibits ( "Application "), and requested that the Franchise Authority consent to the Transactions in accordance with the requirements of the cable franchise and applicable federal law. E. As provided in the franchise agreement of the Franchise Authority, on March 11, 2002, the Franchise Authority requested that the Metropolitan Policy Committee initiate an inquiry into the Merger. F. The franchise provides that AT &T Comcast must show financial responsibility as determined by the Franchise Authority, and that consent of the Franchise Authority will not be unreasonably withheld. G. AT &T Comcast has stated that Franchisee will, following the merger, continue to comply with the lawful terms and provisions of the existing franchise and agreements;