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SEC Filings

S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly. For purposes of this Section 15(i), “Default Rule” shall mean a rule stated in the Act which applies except to the extent it may be negated or modified through the provisions of a limited liability company’s Limited Liability Company Agreement.

(j) LLC Arrangement. It is the intent of each of the parties hereto that the LLC Arrangement shall remain in full force and effect under any and all circumstances as set forth herein, including, without limitation, during the pendency of any event, condition or proceeding contemplated by Section 8(g) of the Credit Agreement (including, but not limited to, any bankruptcy or reorganization proceeding of CCO Parent or the Company).

(k) Governmental Approval.

i) Notwithstanding anything herein to the contrary, this Agreement and the transactions contemplated hereby, prior to the exercise by the Funding Agent of any rights and powers respecting any vote, approval, consent or ratification provided in this Agreement, except to the extent not prohibited by applicable law, (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Company or any of its subsidiaries by the Funding Agent or the Lenders (under the Credit Agreement), or control, affirmative or negative, direct or indirect, by the Funding Agent or its affiliates over the management or any other aspect of the operation of the Company or any of its subsidiaries, which ownership and control remains exclusively and at all times in the Members and the members of the Company’s subsidiaries, and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any License (as defined in the Credit Agreement) at any time issued to the Company or any of its subsidiaries, or the transfer of control of the Company or any of its subsidiaries, including, without limitation, within the meaning of Section 310(d) of the Communications Act of 1934, as amended.

ii) Notwithstanding anything to the contrary contained in this Agreement, the Funding Agent shall not, without first obtaining the approval of the Federal Communications Commission (“FCC”) or any other applicable Governmental Authority (as defined in the Credit Agreement), take any action pursuant to this Agreement which would constitute or result in, or be deemed to constitute or result in, any assignment of a License, including, without limitation, any CATV Franchise (as defined in the Credit Agreement) of the Company or any of its subsidiaries, or any change of control of the Company or any of its subsidiaries, if such assignment or change in control would require, under then existing law (including the written rules and regulations promulgated by the FCC), the prior approval of the FCC or such other Governmental Authority; provided that this Section 15(k)(ii) shall not apply in the event that any such assignment or change of control has occurred (or is deemed to have occurred) for any reason other than through the exercise by the Funding Agent of its rights and powers respecting any vote, approval, consent or ratification under this Agreement.

iii) If counsel to the Funding Agent reasonably determines that the consent of the FCC or any other Governmental Authority is required in connection with any of the actions which may be taken by the Funding Agent in the exercise of its rights and

 

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