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Extract to table / memo-change-of-control-analysis.docx
memo-change-of-control-analysis.docx
Parties
Harkness LLP
Delaware General Corp
Northgate Telecommunications PLC
Calvert Corp
Hollinger Inc
Morrow LLP
Dates
May 2, 2023
May 5, 2023
June 9, 2023
June 8, 2028
June 8, 2032
Amounts
$75,000,000
$2.4
$420,000,000
$30,000,000
$1,250,000
$15,000,000
$3,750,000
$1,875,000
$750,000
$2,250,000
Obligations
This notice must be in writing and delivered in accordance with the MSA's general notice provisions (Section 18
There shall be no degradation of service quality, reduction in staffing, or modification of the services during the wind-down period
No Early Termination Fees or Penalties: A critical negotiation point is that no early termination fees, breakage fees, wind-down charges, or penalties of any kind shall be payable by Northgate Americas upon a change of control termination
Transition Assistance at No Additional Cost Cedarpoint must provide comprehensive transition assistance services during the 180-day wind-down period at no additional cost to Northgate Americas
The MSA contemplates monthly invoicing at a run-rate of approximately $1,250,000 per month (based on the $15,000,000 annual contract value), but to the extent that Northgate Americas has made prepayments — whether quarterly, semi-annual, or annual — the unexpired portion of those prepayments must be refunded within 30 days of the effective date of termination
Key Drafting Point: The change of control provisions and the anti-assignment provisions must be expressly cross-referenced in the MSA