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Person of an interest of five percent (5%) or more in a single transaction shall <br /> require notice to the City. <br /> 10.5.3 The Grantee shall file, in addition to all documents, forms and information <br /> required to be filed by applicable law,the following: <br /> 10.5.3.1 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 /> 10.53.2 A list detailing all documents filed with any state or federal agency <br /> related to the transaction including, but not limited to, the MPUC,the <br /> FCC,the FTC, the FEC, the SEC or MnDOT. Upon request, Grantee <br /> shall provide City with a complete copy of any such document;and <br /> 10.53.3 Any other documents or information related to the transaction as <br /> may be specifically requested by the City. <br /> 10.5.4 The City shall have such time as is permitted by federal law in which to review a <br /> transfer request. <br /> 10.5.5 Grantee shall reimburse City for all the reasonable legal, administrative, <br /> consulting costs and fees associated with the City's review of any request to <br /> transfer. Nothing herein shall prevent Grantee from negotiating partial or <br /> complete payment of such costs and fees by the transferee. Grantee may not <br /> itemize any such reimbursement on Subscriber bills, but may recover such <br /> expenses in its Subscriber rates. <br /> 10.5.6 In no event shall a sale, transfer, corporate change, or assignment of ownership or <br /> control pursuant to subsections 10.5.1 or 10.5.2 of this Section be approved without <br /> the transferee becoming a signatory to this Franchise and assuming all rights and <br /> obligations hereunder. <br /> 10.5.7 In the event of any proposed sale, transfer, corporate change, or assignment <br /> pursuant to subsection 10.5.1 or 10.5.2, the City shall have the right to purchase the <br /> System for the value of the consideration proposed in such transaction. The City's <br /> right to purchase shall arise upon City's receipt of notice of the material terms of an <br /> offer or proposal for sale, transfer, corporate change, or assignment, which Grantee <br /> has accepted. Notice of such offer or proposal must be conveyed to City in writing <br /> and separate from any general announcement of the transaction. <br /> 10.5.8 The City shall be deemed to have waived its right to purchase the System <br /> pursuant to this Section only in the following circumstances: <br /> 10.5.8.1 If City does not indicate to Grantee in writing, within sixty (60) <br /> days of receipt of written notice of a proposed sale, transfer, <br /> corporate change, or assignment as contemplated in Section 10.5.7 <br /> above, its intention to exercise its right of purchase; or <br /> 42 <br /> 489232v1 R1V QU210-6 <br />