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<br />. 5. Sale or Transfer of Franchise. <br /> a. No sale or transfer of the Franchise, or sale, transfer, or fundamental <br /> corporate change of or in Grantee, including, but not 1inlited to, a <br /> fundamental corporate change in Grantee's parent corporation or any entity <br /> having a controlling interest in Grantee, tl1e sale of a controlling interest in <br /> the Grantee's assets, a merger including the merger of a subsidiary and <br /> parent entity, consolidation, or the creation of a subsidiary or affiliate <br /> entity, shall take place until a written request has been filed with City <br /> requesting approval of the sale, transfer, or corporate change and such <br /> approval has been granted or deemed granted, provided, however, tl1at said <br /> approval shall not be required where Grantee grants a security interest in <br /> its Franchise and/or assets to secure an indebtedness. <br /> b. Any sale, transfer, exchange or assignment of stock in Grantee, or <br /> Grantee's parent corporation or any other entity having a controlling <br /> interest in Grantee, so as to create a new controlling interest tl1erein, shall <br /> be subject to tl1e requirements of tl1is Section 10.5. The term "controlling <br /> interest" as used herein is not 1inlited to majority stock ownership, but <br /> includes actual working control in whatever manner exercised. In any <br /> event, as used herein, a new "controlling interest" shall be deemed to be <br />. created upon the acquisition through any transaction or group of <br /> transactions of a legal or beneficial interest of fifteen percent (15 %) or <br /> more by one Person. Acquistion by one Person of an interest of five <br /> percent (5 %) or more in a single transaction shall require notice to City. <br /> c. The Grantee shall file, in addition to all documents, forms and information <br /> required to be filed by applicable law, the following: <br /> 1. All contracts, agreements or other documents that constitute the <br /> proposed transaction and all exhibits, attachments, or other <br /> documents referred to therein which are necessary in order to <br /> understand the terms thereof. <br /> 2. A list detailing all documents filed with any state or federal agency <br /> related to tl1e transaction including, but not limited to, the MPUC, <br /> the FCC, tl1e FTC, the FEC, tl1e SEC or MnDOT. Upon request, <br /> Grantee shall provide City with a complete copy of any such <br /> document; and <br /> 3. Any otl1er documents or information related to tl1e transaction as <br /> may be specifically requested by tl1e City. <br />. d. City shall have such tinle as is permitted by federal law in which to review <br /> a transfer request. <br /> 28 <br /> ----- -..------ j <br />