Common use of Second Closing Date Clause in Contracts

Second Closing Date. As soon as reasonably practicable following the First Closing Date but in no event later than thirty days after the First Closing Date (the "SECOND CLOSING DATE"), the Initial Members will have caused the following events to happen: (1) The Initial Class A Member and the Initial Class B Member will have entered into the "ANCILLARY IMPLEMENTATION AGREEMENT," in form and substance reasonably satisfactory to each such Initial Member, pursuant to which the Initial Class B Member will perform ongoing implementation and adjustment of certain "Peoplesoft" software (or an equivalent product) licensed by the Initial Class A Member, and/or the initial and ongoing implementation and adjustment of the Global Sales Force Automation software (or an equivalent product) licensed by the Initial Class A Member, on the terms and conditions set forth therein but including the following: (i) the total commitment by the Initial Class A Member to purchase services from the Initial Class B Member will equal $5 million; (ii) such commitment will be retired over time as determined by the Initial Class A Member but will be fully retired prior to the third anniversary of the Second Closing Date; and (iii) the Class B Member will provide the relevant services based on an hourly blended rate for personnel of $164 per hour. (2) The Initial Members and the Company will have entered into a "TRANSITION SERVICES AGREEMENT," in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which each Initial Member will perform certain services for the Company on the terms and conditions set forth therein and will agree to provide such services for a period following a termination of the Company or a sale by such Initial Member of its Membership Interest. (3) The Initial Class A Member and the Company will have entered into an agreement (the "IP OSS/BSS SUBLICENSE") in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will make access to the IP OSS/BSS system available to the Company (upon and after the completion of the IP OSS/BSS) on the terms and conditions set forth therein. (4) The Initial Class A Member and the Company will have entered into a "WEB HOSTING AND INTERNET ACCESS SERVICE AGREEMENT" in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will provide broadband services, other telecommunications services, and internet hosting services to the Company on the terms and conditions set forth therein. (5) The Initial Class A Member and the Company will have entered into an agreement (the "LEASED LINE AGREEMENT"), in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will provide to the Company connectivity to the network operated by the Initial Class A Member and its Affiliates and to the internet on the terms and conditions set forth therein. (6) The Initial Members and the Company will have entered into a "DISCOUNTED SERVICES CONTRIBUTION AGREEMENT" in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Members will transfer services and other items to the Company on a periodic basis without charge or for a discounted charge as a capital contribution as and when required by the Management Committee, with an agreed value as set forth and on the terms and subject to the conditions set forth therein, and further subject to the allocation rules set forth in Paragraph 1.4(h) of Exhibit D attached hereto. (7) The Initial Class A Member and the Company will have entered into an agreement, in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class A Member will loan or continue to loan those employees listed on Exhibit B-1 to the Company on an exclusive, irrevocable basis, on the terms and conditions set forth therein. (Such agreement, collectively with the agreements discussed in subsections (8) and (9) are collectively referred to as the "EMPLOYEE LOAN-OUT AGREEMENTS.") (8) The Initial Class B Member and the Company will have entered into an agreement, in form and substance reasonably satisfactory to each Initial Member Group, pursuant to which the Initial Class B Member will loan those employees listed on Exhibit B-2 to the Company on an exclusive, irrevocable basis, on the terms and conditions set forth therein. (9) The Initial Class C Member and the Company will have entered into an agreement, reasonably acceptable to each Initial Member Group, pursuant to which the Initial Class C Member will loan those employees listed on Exhibit B-3 to the Company on an exclusive, irrevocable basis, on the terms and conditions set forth therein. (10) The Employee Loan-Out Agreements will provide that (i) such employees will be transferred to the Company preceding and in contemplation of a Qualified Public Offering, (ii) until a listed employee is transferred to the Company, the services of such employee (or any permitted replacement employee) will be "loaned" to the Company and the Company will pay the relevant Initial Member the fee set forth in the applicable Employee Loan-Out Agreement, (iii) if, prior to a transfer to the Company, any listed employee ceases to be employed by the relevant Initial Member, such Initial Member will substitute another employee of equivalent skills and experience reasonably acceptable to the Management Committee, and (iv) all costs of transfer of the employees, including severance and other termination benefits, if any, and the transfer of visas, will be borne by the transferring Initial Member. (11) Each of the Initial Member Groups will have provided evidence to the other that each of the employees listed on Exhibit B-1, ▇▇▇▇▇▇▇ ▇-▇, ▇▇ Exhibit B-3, as applicable, can perform the services associated with the Company's job classification to which such employee will be assigned. (12) Each of the Initial Member Groups will agree with each other, and the Initial Class A Member and the Initial Class B Member will cause each of the Managers it has appointed to the Management Committee, on behalf of the Company to agree with each Initial Member, on the appropriate valuation of each Initial Member's non-cash Initial Contributions.