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CITY COUNCIL OF THE CITY OF PLEASANTON <br /> <br /> ALAMEDA COUNTY, CALIFORNIA <br /> <br /> RESOLUTION NO. 95-149 <br /> <br /> RESOLUTION APPROVING THE CHANGE OF <br /> CONTROL OF TELE-VUE SYSTEMS, INC. DBA <br /> VIACOM CABLEVISION FROM VIACOM INC. TO <br /> TCI COMMUNICATIONS, INC. <br /> <br />WHEREAS, Tele-Vue System, Inc. dba Viacom Cable ("Grantee") is the duly authorized <br /> holder of a franchise ("Franchise") authorizing the operation and <br /> maintenance of a cable television system ("System") and authorizing <br /> Grantee to service the City of Pleasanton ("Grantor") with cable television <br /> service; and <br /> <br />WHEREAS, Viacom International Inc., a Delaware corporation Cviacom"), a <br /> wholly-owned subsidiary of Viacom Inc., CVI") is an indirect parent of <br /> Grantee; and <br /> <br />WHEREAS, VI, Viacorn, Tele-Communications, Inc., a Delaware corporation ("TCI"), <br /> and TCI Communications, Inc., a Delaware corporation and wholly owned <br /> subsidiary of TCI ("TCIC"), are parties to some or all of the following: a <br /> Parents Agreement, an Implementation Agreement, and a Subscription <br /> Agreement (the "Agreements"); and <br /> <br />WHEREAS, upon consummation of the transactions contemplated by the Agreements <br /> (the "Transactions"), TCIC will acquire all of the outstanding common <br /> stock of Viacom and become the indirect parent of Grantee; and <br /> <br />WHEREAS, both before and after completion of the change of control described above, <br /> Grantee held and will continue to hold the Franchise, and own and operate <br /> the System servicing residents of Grantor; and <br /> <br />WHEREAS, Grantee and TCIC have requested consent by the Grantor to the <br /> Transactions; <br /> <br />NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON <br />RESOLVES AS FOLLOWS: <br /> <br /> <br />