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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 limited to, a <br />fundamental corporate change in Grantee's parent corporation or any entity <br />having a controlling interest in Grantee, the 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, that 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 therein, shall <br />be subject to the requirements of this Section 10.5. The term "controlling <br />interest" as used herein is not limited 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 the transaction including, but not limited to, the MPUC, <br />the FCC, the FTC, the FEC, the SEC or MnDOT. Upon request, <br />Grantee shall provide City with a complete copy of any such <br />document; and <br />3. Any other documents or information related to the transaction as <br />may be specifically requested by the City. <br />d. City shall have such time as is permitted by federal law in which to review <br />a transfer request. <br />28 <br />Page 90 <br />