84-17736 RESO
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 CABL'E 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 COMMUNICA'rIONS, 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 Ci ty 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.
Attest:
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OFFICE OF THE CITY ATTORNEY, 1700 CONVENTION CENTER DRIVE. MIAMI BEACH, FLORIDA 33139
TRANSFER OF CONTROL AGREEMENT
ENCOMPASSING CITY OF MIAMI BEACH CARLE TELEVISION LICENSE
1. ULTRA COM 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. 1982) (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 withi.1
the license area.
5. As a condition precedent to the validity of this
Agreement, the consent of the City of Miami Beach Commission shall
be obtained by passage of an enabling resolution.
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Attest:
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Corporate Secretary
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PARENT COMPANY:
ULTRACOM, INC.
P.O. Box 552
Lansdale, PA 19446
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President .
GRANTEE:
ULTRACOM OF DADE COUNTY, INC.
1681-79 Street Causeway
Miami Beach, FL 33141
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TRANSFEREE OF PARENT COMPANY:
HARTE-HANKS COMMUNICATIONS,
INC.
By
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President
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