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RESOLUTION 84-17736 • RESOLUTION NO. 84-17736 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH APPROVING THE TRANSFER OF ULTRACOM, INC. CAPITAL STOCK TO HARTE-HANKS COMMUNICATIONS , INC. AS IT PERTAINS TO THE CITY OF MIAMI BEACH CABLE TELEVISION LICENSE GRANTED TO ULTRACOM OF DADE COUNTY, INC. WHEREAS, ULTRACOM OF DADE COUNTY, INC. , is the grantee of the City of Miami Beach cable television license, as set forth in Ordinance No. 79-2164 and No. 79-2172 (as amended) , and is a subsidiary of ULTRACOM, INC; and WHEREAS, the parent company of ULTRACOM, INC. , AEL INDUSTRIES, INC. is selling to HARTE-HANKS COMMUNICATIONS, INC. all of the outstanding capital stock OF ULTRACOM, INC. on May 31, 1984; and WHEREAS, ULTRACOM OF DADE COUNTY, INC. , shall be a subsidiary of HARTE-HANKS COMMUNICATIONS, INC. , and will continue to be the grantee of the City of Miami Beach cable television license, and shall continue to comply with all federal, state and local laws regulating cable televisions systems; and WHEREAS, Ordinance No. 79-2164 and No. 79-2172 (as amended) require that the City Commission approve the transfer of twenty (20%) per cent or more of the voting securities of a corporate grantee of a City of Miami Beach cable television license, NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH that the transfer of ULTRACOM, INC. capital stock to HARTE-HANKS COMMUNICATIONS , INC. , as it pertains to the license granted to ULTRACOM of Dade County, Inc. is hereby approved upon the terms and conditions set forth in the transfer of control agreement. PASSED and ADOPTED this 16th day of May, 1984. OM a v F May r Attest: APPROVED LEG,5L City Clerk Date47/6707-C61 OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 TRANSFER OF CONTROL AGREEMENT ENCOMPASSING CITY OF MIAMI BEACH CABLE TELEVISION LICENSE 1. ULTRACOM OF DADE COUNTY, INC. (hereinafter sometimes referred to as "Grantee") is the holder of a non-exclusive cable television license issued by the City of Miami Beach, and is a wholly-owned subsidiary of ULTRACOM, INC. (hereinafter sometimes referred to as "parent company of Grantee"). 2. It is proposed that all of the outstanding capital stock of the parent company, ULTRACOM, INC. , be sold to HARTE-HANKS COMMUNICATIONS, INC. •(hereinafter sometimes referred to as the "parent company's transferee") , and this transaction in effect constitutes a transfer of control of the City of Miami Beach cable television license. The parties hereto agree and covenant as follows: 3. By HARTE-HANKS COMMUNICATIONS, INC.'s purchase of all the outstanding capital stock of ULTRACOM, INC. , the transferee assumes the performance of all of ULTRACOM, INC.'s duties and obligations to the City of Miami Beach as are more particularly set forth in Chapter 42A, Miami Beach City Code (supp. 198 2) (originally enacted as Ordinance No. 79-2164) and City of Miami Beach Ordinance No. 79-2172, An Ordinance Awarding a Non-exclusive CATV License to ULTRACOM OF DADE COUNTY, INC. (September 19, 1979) , as may be amended from time to time by the City Commission, and that it will hold the City harmless from and defend against any claim, liability or loss resulting from this transfer of control from the parent company of the grantee to its transferee. 4. ULTRACOM, INC. and HARTE-HANKS COMMUNICATIONS, INC. , agree that ULTRACOM OF DADE COUNTY, INC. shall continue to be the grantee of the City of Miami Beach cable-television license Within the license area. 5. As a condition precedent to the validity of this t Agreement, the consent of the City of Miami Beach Commission shall be obtained by passage of an enabling resolution. PARENT COMPANY: ULTRACOM, INC. P.O. Box 552 Lansdale, PA 19446 BIlk"- -t / / - Lt..,...---- President . At t s : , . 57,77 rate Secretary GRANTEE: ULTRACOM OF DADE COUNTY, INC. 1681-79 Street Causeway Miami Beach, FL 33141 By t-e_, W,(,e/71-1- 4- President Attest: > /1/11- /11- ? r6ateorSecretary TRANSFEREE OF PARENT COMPANY: HARTE-HANKS COMMUNICATIONS, INC. By10:,--5-1;?-7-z -z_,--...s"-- President Attest: ____ . 5Ni\v) 1,, , C..4 Corporate Secretary RESR/jhd -- 4304B LiiiL DEPT. 3Y- - -;-/e Date. bh 1 Approved by Miami Beach City Commission purs ant to Res. No. 84-17736 on 5/16/84 - /uA_A.,,,/v`'fc) . City Clerk . -2- ORIGINAL RESOLUTION NO. 84-17736 (Approving the transfer of Ultracom, Inc. Capital stock to Harte-Hanks Communicat- ions, Inc as it pertains to the City of Miami Beach Cable Television License granted to Ultracom of Dade County, Inc.) / 4 .