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includes actual working control in whatever manner exercised. As a minimum, "control" or a "controlling interest" as used in this Section 5. means a legal or beneficial interest (even though actual working control does not exist) of at least five percent (5 %). c. The Grantee shall file, in addition to all documents, forms and information required to be filed by applicable law, the following: 1. All contracts, agreements or other documents that constitute the proposed transaction and all exhibits, attachments, or other documents referred to therein which are necessary in order to understand the terms thereof. Upon request, Grantee shall provide City with a complete copy of any ancillary document; 2. A list detailing all documents filed with any state or federal agency related to the transaction including, but not limited to, the MPUC, the FCC, the FTC, the FEC, the SEC or MnDOT. Upon request, Grantee shall provide City with a complete copy of any such document; and 3. Any other documents or information related to the transaction as may be specifically requested by the City. d. City shall have such time as is permitted by applicable law in which to review a transfer request, but in no event less than one hundred and twenty (120) days from receipt of all information required by applicable law and as may be requested by the City. e. The Grantee shall reimburse City for all the legal, administrative, and consulting costs and fees associated with the Ciry's review of any request to transfer. Nothing herein shall prevent Grantee from negotiating partial or complete payment of such costs and fees by the transferee. Grantee may not itemize any such reimbursement on Subscriber bills. f. In no event shall a sale, transfer, corporate change, or assignment of ownership or control pursuant to subparagraph (a) or (b) of this Section be approved without the transferee becoming a signatory to this Franchise and assuming all rights and obligations thereunder, and assuming all other rights and obligations of the transferor to the City including, but not limited to, any guarantees or other security instruments provided by the transferor. In the event of any proposed sale. transfer. corporate change. or assignment pursuant to subparagraph (a) or (b) of this Section. City shall have the right to purchase the System for the valuef the consideration proposed. City's right to purchase shall arise upon receipt by Grantee of an offer or proposal Page 44