HomeMy WebLinkAboutRES 2012-03RESOLUTION NO. 2012-03
CONSENT TO CHANGE IN CONTROL OF
NEXTG NETWORKS OF CALIFORNIA, INC.
This Consent to Change in Control ("Consent") is granted and effective this 7t" day
of February, 2012 by the City of Diamond Bar, California (the "City") with respect to
NextG Networks of California, Inc., a Delaware corporation ("NextG")
Recitals
A. NextG provides teleco mmunications services to wireless carriers through
distributed antenna systems and other facilities located within the United States.
B. The City and NextG entered into a Right -of -Way Use Agreement dated
December 16, 2008 ("Agreement) that provides, in relevant part, as follows:
11. ASSIGNMENT
11. (i) Transactions Requiring City Consent. Consummation
of the following transactions related to this Agreement, or involving NextG,
requires the prior written consent of' -the City Council expressed by
resolution, which consent will not be unreasonably withheld, conditioned,
or delayed:
(ii) Any merger, consolidation, reorganization, business
combination, or other transaction wherein or whereby 20 percent or more
of the ownership interests in NextG, or in any parent company of NextG,
will be affected and control of NextG will change or be subject to change.
As used herein, "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of
NextG. A duly executed copy of any written instrument evidencing the
closing and consummation of any such transaction must be filed in the
office of the City Clerk.
C. NextG is a wholly --owned subsidiary of NextG Networks, Inc., a Delaware
corporation ("Parent"). On December 15, 2011, Parent entered into an
Agreement and Plan of Merger with, among others, Crown Castle International
Corp. (NYSE:CCI), a Delaware corporation ("CCI"), whereby Parent will become
a wholly-owned indirect subsidiary of CCI and a wholly-owned direct subsidiary
of Crown Castle Solutions Corp. ("Solutions"), and thereby effect a change in
control of Parent (sometimes referred to as the "Merger").
D. NextG will remain a separate and existing legal entity following the
Merger, and accordingly, the parties to the Agreement will remain unchanged
upon and after the effective date of the change of control transaction.
2012--03
E. The City is willing to grant its prior written consent to the change in control
of NextG as provided under the Agreement on the terms and conditions set forth
below.
NOW THEREFORE, in consideration of the recitals set forth above, and for other
good and valuable consideration, the parties hereby agree as follows:
The City Council consented to the consummation of the Merger by resolution
dated February 7, 2012.
1. Effective as of the date of this Consent, the City hereby grants its consent
to the change in control of NextG as provided under the Agreement in connection
with the Merger.
2. This Consent shall be governed by and construed in accordance with the
laws of the State of California, regardless of the laws that otherwise govern under
the principles of conflicts of laws.
This Consent shall be binding upon and inure to the benefit of the parties to this
Consent and their respective designees, affiliates, successors and assigns.
1. This Consent may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party, whether in original or facsimile form, it being
understood that all parties need not sign the same counterpart.
PASSED, APPROVED, AND ADOPTED this 7th day of February, 2012.
g Chang�Ma
2012---03
I, Tommye A. Cribbins, City Clerk of the City of Diamond Bar, California, do hereby
certify that the foregoing Resolution was duly and regularly passed and adopted by the
City Council of the City of Diamond Bar, California, at its adjourned regular meeting held
on the 7th day of February, 2012, by the following vote, to wit:
AYES: COUNCILMEMBERS: Everett, Tye, MPT/Tanaka, M/Chang
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Herrera
ABSTAIN: COUNCILMEMBERS: None
Tommye A. Cribbins, City Clerk
2012-•03