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5. Sale or Transfer of Franchise. <br />a. No sale or transfer of the Franchise, or sale, transfer, or fundamental corporate <br />change of or in Grantee, including, but not limited to, a fundamental corporate <br />change in Grantee's parent corporation or any entity having a controlling interest <br />in Grantee, the sale of a controlling interest in the Grantee's assets, a merger <br />including the merger of a subsidiary and parent entity, consolidation, or the <br />creation of a subsidiary or affiliate entity, shall take place until a written request <br />has been filed with City requesting approval of the sale, transfer, or corporate <br />change and such approval has been granted or deemed granted, provided, <br />however, that said approval shall not be required where Grantee grants a security <br />interest in its Franchise and/or assets to secure an indebtedness. The foregoing <br />notwithstanding, Grantee must seek approval of any transaction constituting a <br />transfer under state law. <br />b. Any sale, transfer, exchange or assignment of stock in Grantee, or Grantee's <br />parent corporation or any other entity having a controlling interest in Grantee, so <br />as to create a new controlling interest therein, shall be subject to the requirements <br />of this Section 10, Paragraph 5. The term "controlling interest" as used herein is <br />not limited to majority stock ownership, but includes actual working control in <br />whatever manner exercised. In any event, as used herein, a new "controlling <br />interest" shall be deemed to be created upon the acquisition through any <br />transaction or group of transactions of a legal or beneficial interest of fifteen <br />percent (15%) or more by one Person. Acquisition by one Person of an interest of <br />five percent (5%) or more in a single transaction shall require notice to City. <br />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 proposed <br />transaction and all exhibits, attachments, or other documents referred to <br />therein which are necessary in order to understand the terms thereof. <br />2. A list detailing all documents filed with any state or federal agency related <br />to the transaction including, but not limited to, the MPUC, the FCC, the <br />FTC, the FEC, the SEC or MnDOT. Upon request, Grantee shall provide <br />City with a complete copy of any such document; and <br />Any other documents or information related to the transaction as may be <br />specifically requested by the City. <br />d. City shall have such time as is permitted by federal law in which to review a <br />transfer request. <br />31 <br />