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<br /> (;tjÆ <br /> purposes, are minority shareholders of the Utility. All minority shareholders of the Utility <br /> have granted the majority shareholder an exclusive power of attorney to act on behalf of <br /> the minority shareholders in connection with the disposition of their Utility stock and the <br /> documentation conferring said authority is attached hereto as Exhibit "Bn and, incorporated <br />i herein for all purposes. Said majority and minority shar~holders (collectively hereinafter <br />i <br />; referred to as "Sellers") own one hundred percent (100%) of all outstanding corporate <br /> stock issued by the Utility. <br /> 4. Sellers desire to sell one hundred percent (100%) of all ownership, voting and other <br /> " <br /> interests held in the Utility and convey same to the City and completely terminate all of their <br /> ownership interests in said Utility thereby, and the City desires to purchase all of said <br /> ownership interests in said Utility in order to incorporate said Utility into its municipal water <br /> . <br /> system. <br /> 5. By notice dated October 11, 1996, City notified the TNRCC of its intent to purchase <br /> one hundred percent (100%) of Utility's stock pursuant to Texas Water Code Section <br /> 13.309, which notice of proposed purchase was approved by the TNRCC on November <br />I <br />I- 6, 1996, without the necessity of any public hearing to be held thereon. <br />I <br /> 6. Sellers and City have reached an agreement under the terms and conditions set forth <br /> hereinbelow by which Sellers will convey and City will acquire one hundred percent (100%) <br /> ownership of the Utility's capital stock. <br /> Therefore, in consideration of the premises recited above and the mutual conditions, <br /> covenants, promises and terms set forth below, the parties hereto contract and agree as <br /> follows: <br /> "'- <br /> -2- <br />