HomeMy WebLinkAboutRES 2009-31RESOLUTION 2009-31
CONSENT TO INDIRECT TRANSFER OF CONTROL OF
NEXTG NETWORKS OF CALIFORNIA, INC.
A. RECITALS.
WHEREAS, NextG Networks of California, Inc. ("NextG"), a wholly-owned subsidiary of NextG
Networks, Inc. ("Parent"), is a party to a Right -of -Way Use Agreement ("Agreement") with the City of
Diamond Bar ("City"); and
WHEREAS, on May 15, 2009, Parent and Nodes Merger Corp. ("Nodes") have entered into a Merger
Agreement and Plan ("Merger Agreement"), which contemplates the merger of Nodes into Parent,
with Parent continuing as the surviving corporation; and
WHEREAS, pursuant to the terms of the Merger Agreement, investment funds affiliated with Madison
Dearborn Partners, LLC ("Madison Dearborn") will collectively own approximately 61% of the
outstanding shares of Parent's capital stock; and
WHEREAS, pursuant to Section 11.1 of the Agreement between NextG and the City, the consent of
the City Council is necessary for the consummation of the above desired transaction; and
WHEREAS, the City Council has considered and approves of the Indirect Transfer of Control
described above.
B. RESOLUTION.
NOW, THEREFORE, THE CITY COUNCIL FOR THE CITY OF DIAMOND BAR DOES HEREBY
RESOLVE AS FOLLOWS:
1. The forgoing recitals are approved and incorporated herein by reference.
2. The City Council consents to the Indirect Transfer of Control described herein.
3. This Resolution shall be deemed effective upon adoption.
PASSED, APPROVED AND ADOPTED THIS 7th DAY OF JULY 2009.
P971�
Ron Everett, Mayor
2009-31
I, Tommye Cribbins, City Clerk of the City of Diamond Bar, do hereby certify that the foregoing
Resolution was passed, adopted and approved at a regular meeting of the City Council of the City of
Diamond Bar held on 7th day of July, 2009, by the following vote:
AYES: COUNCIL MEMBERS: Chang, Tanaka, Tye, MPT/Herrera, M/Everett
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
ABSTAINED: COUNCIL MEMBERS: None
— �' L L0,
Tomm e Cribbins, City Clerk
City of Diamond Bar
2009--31