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Extract to table / schedule-2-change-of-control.docx
schedule-2-change-of-control.docx
Parties
Northgate Telecommunications PLC
General Counsel Northgate Telecommunications PLC
Harkness LLP
Morrow LLP
Dates
June 9, 2023
June 8, 2028
Amounts
$25,000,000
$50,000,000
$20,000,000
$40,000,000
$5,000,000
$10,000,000
$750,000
$3,750,000
Obligations
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement
Section 1 — Definitions For purposes of this Schedule 2, the following terms shall have the meanings set forth below
All other capitalized terms used herein and not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Schedule or, if not defined herein, in the Agreement
A restructuring, spin-off, split-off, or other divisive transaction in which a separate entity receives all or substantially all of the assets or business operations of Service Provider shall be deemed a Change of Control under clause (c) above
2 — "CoC Notice" A "CoC Notice" shall mean a written notice delivered by Service Provider to Customer pursuant to Section 2 of this Schedule advising Customer of an anticipated Change of Control
A CoC Notice shall be delivered in writing and shall comply with the content requirements set forth in Section 2