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Dow-Sat's and DCI's corporation existence will be termi- <br />nated. <br />To facilitate an understanding of the transaction, it <br />should be kept in mind that each of the organizations is a <br />separate and distinct entity. Dowden Partners, Bariston <br />Investors, and Dowden. Investors, are entities which have <br />been or will be created for the purpose of accomplishing <br />this transaction. <br />III. STANDARD OF REVIEW <br />The Commission's task in this process is to review the <br />information provided regarding the transaction and to deter- <br />mine whether to approve or deny the transfer of the fran- <br />chise and system. The franchise and state law provide the <br />Commissict. ith the express right to approve or disapprove a <br />transfer of ownership in its franchise and system as a re- <br />sult of a fundamental corporate change. The standard of <br />review is that the Commission's consent shall not be unrea- <br />sonably withheld. For the purpose of determining whether ;,-- <br />will consent to the change in control and transfer the sys- <br />tem and franchise, the Commission has made inqu;.ry into the <br />legal, technical and financial qualifications of Dowden <br />Partners, as wel. i other appropriate factors. <br />In analyzing the transaction, the Commission must con- <br />sider whether Dowden Partners meets all of the criteria <br />originally considered in initially granting the franchise to <br />Dow -Sat. Note, however, that this analysis is not a corn- <br />- 4 - <br />