SPECIAL AWARD CONDITIONS NCR-92-18742 Amendment Number Twenty-Three (23)
Section I.B.10, of Amendment 19, Expiration Date, is amended as
follows:
The Expiration Date of the Cooperative Agreement shall be four years after
the date this amendment is signed, unless extended as provided below. In
the event that NSI completes the legal separation of the ownership of its
Registry Services business from its registrar business by divesting all
the assets and operations of one of those businesses, by May 31st,
2001 to an unaffiliated third party that enters an agreement enforceable
by the Department of Commerce (i) not to be both a registry and a registrar
in the Registry TLDs, and (ii) not to control, own or have as an affiliate
any individual(s) or entity(ies) that, collectively, act as both a registry
and a registrar in the Registry TLDs, the Expiration Date shall be extended
for an additional four years, resulting in a total term of eight years.
For the purposes of this Section, "unaffiliated third party" means an entity
in which NSI (including its assigns, subdivisions, and divisions, and their
respective directors, officers, employees, agents and representatives),
does not have majority equity ownership or the ability to exercise managerial
or operational control, either directly or indirectly through one or more
intermediaries. "Control," as used in this Section I.B.10, means any of
the following: (1) ownership, directly or indirectly, or other interest
entitling NSI to exercise in the aggregate 25% or more of the voting power
of an entity; (2) the power, directly or indirectly, to elect 25% or more
of the board of directors (or equivalent governing body) of an entity;
or (3) the ability, directly or indirectly, to direct or cause the direction
of the management, operations, or policies of an entity.
The Department of Commerce hereby approves Amendment No. 1 to Registry
Agreement attached hereto as Appendix1 to this
Amendment. Upon signatures of both parties, provide a copy to both the
Grants officer and the Federal Program Officer.
Except as modified by this Amendment, the terms and conditions of this
Cooperative Agreement, as previously amended, remain unchanged.