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The new club, Roam, would be primarily a music venue, owners said.
The owner threatened to "torment" neighbors if a new club is not allowed to take over Shadow's space.
The Shadow's owner hopes to sell the 17-year-old West 28th Street club's lease in the next few months.
A Chelsea club was shut down on Thursday, after a stabbing earlier this year and building violations.
At least one shot was fired outside the popular club on West 28th Street on Saturday, cops said.
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