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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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          "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the combined assets of the Issuers and their Restricted
Subsidiaries, taken as a whole, or of all or substantially all of the, direct or
indirect, assets of Avalon, in either case, to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act) other than another Issuer, a
Restricted Subsidiary or an Additional Obligor; (ii) the adoption of a plan
relating to the liquidation or dissolution of an Issuer or Issuers which
individually or in the aggregate holds all or substantially all of the combined
assets of the Issuers; (iii) (A) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals, becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
Act, except that a person shall be deemed to have "beneficial ownership" of all
securities that such person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 35% of the Capital Stock of
Avalon (measured by voting power rather than number of shares) and (B) the
Principals "beneficially own" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Exchange Act, except that a person shall be deemed to have
"beneficial ownership" of all securities that such person has the right to
acquire, whether such right is currently exercisable or is exercisable only upon
the occurrence of a subsequent condition), directly or indirectly, in the
aggregate a lesser percentage of the Capital Stock of Avalon (measured by voting
power rather than number of shares) than such other person; (iv) the first day
on which a majority of the members of the Board of Directors of Avalon are not
Continuing Managers; or (v) (A) Avalon or an Issuer or Issuers which
individually or in the aggregate holds all or substantially all of the combined
assets of the Issuers, consolidates with, or merges with or into, any Person or
(B) any Person consolidates with, or merges with or into, Avalon or an Issuer or
Issuers which individually or in the aggregate holds all or substantially all of
the combined assets of the Issuers, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of such Issuer or Issuers or Avalon
is converted into or exchanged for cash, securities or other property, other
than any such transaction where the Voting Stock of such Issuer or Issuers or
Avalon outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance); provided, however, that notwithstanding the foregoing,
the Reorganization shall not be deemed to be a Change of Control.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission" means the Securities and Exchange Commission.

          "Company Issuers" means initially Avalon Michigan, Avalon New England
and Avalon Cable Finance, Inc. or any successor thereto; provided that
subsequent to the Reorganization, the Company Issuers shall be Avalon New
England, Avalon Michigan LLC, as successor to Avalon Michigan, and Avalon Cable
Finance, Inc. or any successor thereto.