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unless and until the Grantor shall have consented thereto, <br /> which consent will not be unreasonably withheld. For the purpose <br /> of determining whether it shall consent to such change, transfer, <br /> or acquisition of control, the Grantor may inquire into the <br /> qualifications of the prospective controlling party, and the <br /> Grantee shall assist the Grantor in any ~uch inquiry. <br /> <br /> In seeking the Grantor's consent to any change in ownership <br /> or control, the Grantee shall have the responsibility: <br /> <br /> (1) To show to ~he satisfaction of the Grantor <br /> whether the proposed purchaser, transferee, or assignee (the <br /> <br />X "proposed transferee"), which in the case of a corporation, shall <br />l\include all officers, directors, employees and all persons <br /> <br /> having a legal or equitable interest in five percent (5%) or <br /> more of its voting stock, or any of the proposed transferee's <br /> principals: <br /> <br /> a. Has ever been convicted or held liable for <br /> acts involving moral turpitude including, but not limited to any <br /> <br /> violation of federal, state or local law or regulations, or is <br /> presently under an indictment, investigation or complaint <br /> charging such acts; <br /> <br /> b. Has ever had a judgment in an action for <br /> fraud, decit or misrepresentation entered against it, her, him, <br /> or them by any court ~f competent jurisdiction; or <br /> <br /> c. Has pending any legal claim, lawsuit or <br /> administrative proceeding arising out of or involving a cable <br /> system. <br /> <br /> <br />