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Contract analysis / form-8k-draft.docx
form-8k-draft.docx
1022-00003 · 10 clauses
High · 0 Medium · 1 Standard · 0
1. CIK and Commission File Number. Confirm CIK number 0001847263 and Commission File Numb
1. CIK and Commission File Number. Confirm CIK number 0001847263 and Commission File Number with Priya Nandakumar (General Counsel & Corporate Secretary, Northgate Telecommunications PLC) prior to filing. The Commission File Number has been left blank on the cover page pending confirmation. Marcus to send email to Priya by COB June 12.
2. EIN Confirmation. Confirm EIN 84-3291057 on cover page against most recent IRS corresp
2. EIN Confirmation. Confirm EIN 84-3291057 on cover page against most recent IRS correspondence and prior SEC filings. Cross-reference with the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2022.
3. Registrant Telephone Number. The registrant's telephone number, including area code, h
3. Registrant Telephone Number. The registrant's telephone number, including area code, has been left blank on the cover page pending confirmation from Priya Nandakumar. Confirm whether the previously disclosed UK telephone number (+44 (0)20 7946-0958) remains current.
4. Filing Coordination. Coordinate filing time with the issuance of the Joint Press Relea
4. Filing Coordination. Coordinate filing time with the issuance of the Joint Press Release (Exhibit 99.1). The Joint Press Release is scheduled to be issued via Calderon Data Systems at approximately 7:00 a.m. ET on June 13, 2023. The Form 8-K should be filed on EDGAR promptly thereafter but no later than 8:00 a.m. ET. Coordinate with Hargrove Advisory Group LLC (investor relations advisor) regarding investor commun
5. Greystone Schedule 13D/A. Greystone is expected to file a Schedule 13D/A (SEC file num
5. Greystone Schedule 13D/A. Greystone is expected to file a Schedule 13D/A (SEC file number SC 13D/005-91482) reflecting the Cooperation Agreement and an amended Item 4 disclosure — expected filing date June 14, 2023. Calderwood & Harkness is not responsible for the Greystone filing; however, Sophie to confirm with Greystone's counsel (Whitfield & Brandt LLP, Attn: David Ochoa) that the 13D/A is consistent with the
6. Share Count Verification. Confirm with Pinnacle Trust Company, N.A. (transfer agent) t
6. Share Count Verification. Confirm with Pinnacle Trust Company, N.A. (transfer agent) the share count of 412,000,000 shares of common stock outstanding as of the record date. The share count figure is used in multiple places throughout the filing, including the Introductory Note (6.8% ownership calculation), the ownership cap (9.9% / approximately 40,788,000 shares), and the Extraordinary Transaction threshold. Any
7. NYSE Notification. NYSE notification of the Board composition change (expansion from 1
7. NYSE Notification. NYSE notification of the Board composition change (expansion from 11 to 12 directors; appointment of Ms. Sinclair-Moreau) to be submitted concurrently with the filing of the Form 8-K. Angela to confirm with the Company's NYSE listing contact that the required notification materials are prepared.
8. Corporate Authority for Board Expansion. The Company's Amended and Restated Certificat
8. Corporate Authority for Board Expansion. The Company's Amended and Restated Certificate of Incorporation, as last amended May 14, 2021, and the Company's Amended and Restated Bylaws, as last amended November 3, 2022, provide the Board with authority to fix the number of directors and to fill vacancies created by an increase in the authorized number of directors. Authority confirmed in the settlement-structuring me
9. Exhibit 10.1 — Cooperation Agreement. Final execution copy of the Cooperation Agreemen Medium
⚑ Confidentiality undertaking
9. Exhibit 10.1 — Cooperation Agreement. Final execution copy of the Cooperation Agreement received from Whitfield & Brandt LLP (Greystone's counsel) at 6:47 p.m. ET on June 12, 2023. Sophie to prepare the Exhibit 10.1 filing in accordance with EDGAR formatting requirements and to confirm that all schedules and exhibits to the Cooperation Agreement are included. Review for any provisions requiring confidential treatm
10. Exhibit 99.1 — Joint Press Release. Final text of the Joint Press Release approved by
10. Exhibit 99.1 — Joint Press Release. Final text of the Joint Press Release approved by both parties as of 9:15 p.m. ET on June 12, 2023. Calderon Data Systems distribution scheduled for approximately 7:00 a.m. ET on June 13, 2023. No further revisions anticipated. Marcus to conduct final proofread. End of Drafting Notes — Calderwood & Harkness LLP Delaware | 84-3291057 (State or other jurisdiction of incorporation