AMENDMENT No. 1 TO THE AMENDED AND RESTATED ASSET AND SHARE SALE AGREEMENTAsset and Share Sale Agreement • December 24th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
THIS AMENDMENT NO. 1, dated as of December 18, 2009 (“Amendment No. 1”), to the Amended and Restated Asset and Share Sale Agreement, dated as of September 14, 2009 (as has been amended, supplemented or otherwise modified, including by this Amendment No. 1, and as may be further amended, supplemented or otherwise modified from time to time, the “ASSA”) is made by and among (i) Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”) and (iv) the affiliates of the Main Sellers listed on Schedule A Parts 1 and 2 (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) (v) and Avaya Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”) and, only for the purposes of Sections 4, 5, 6, 7, 8,
ASSET AND SHARE SALE AGREEMENT BY AND AMONG NORTEL NETWORKS CORPORATION NORTEL NETWORKS LIMITED NORTEL NETWORKS INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND THE ENTITIES IDENTIFIED HEREIN AS EMEA SELLERS AND AVAYA INC. DATED AS OF JULY...Asset and Share Sale Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This Asset and Share Sale Agreement is dated as of July 20, 2009, among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), the affiliates of the Main Sellers listed in Exhibit A hereto (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) and Avaya Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”) and, only for the purposes of Sections 2.2, 5.26, 9.2, 9.3, 9.4, 10.14, 10.17 and 10.19 of this Agreement, the EMEA Sellers (as defined below) and, solely in the case of Nortel Networks UK Limited and Nortel Networks (Ireland) Limited, also Section 5.36 of this Agreement.
ASSET AND SHARE SALE AGREEMENTAsset and Share Sale Agreement • July 20th, 2009
