Common use of Change Management Forum Processes - Formal Voting Clause in Contracts

Change Management Forum Processes - Formal Voting. (a) With respect to any Proposed Change that requires the approval of the Change Management Forum under this Agreement, the LFC will send to the Service Provider and all Other Service Providers (in this clause 25.3, the voting service provider members), CFH, the Ministry of Business, Innovation and Employment and the Commerce Commission by no later than thirty (30) days prior to the proposed vote of the Change Management Forum, a notice containing: (i) a reasonably detailed explanation of the Proposed Change(s); (ii) a brief summary of the discussion held and result(s) (if any) of the Change Management Forum consultation on the Proposed Change(s); (iii) the proposed amendment(s) to the General Terms, the Price List, a Service Description, any Service Level Terms, an Operations Manual or a Service Order required to effect the Proposed Change(s); (iv) the date, time and location of the proposed Change Management Forum vote on the Proposed Change(s); (v) the anticipated effective date(s) of implementation of the Proposed Change(s) if such Proposed Change(s) were to be made in accordance with clause 24.7(d); and (vi) a confirmation of the number of service providers eligible to vote on the Proposed Change(s) as voting service provider members. (b) For any Change Management Forum vote on a Proposed Change, the procedure for voting shall be determined at the relevant meeting by the voting service provider members in attendance at the relevant meeting with the agreement of the LFC (each acting reasonably and consistent with the purpose and intent of clauses 24 and 25), provided that in all cases: (i) there will be one vote per voting service provider member (including in circumstances where a voting service provider member has more than one representative at the Change Management Forum); (ii) where any voting service provider member (the first voting service provider member) is a related company (as that term is defined in the Companies Act 1993) of a second voting service provider member, the first voting service provider member and the second voting service provider member shall be deemed to be one voting service provider member for the purposes of clause of 25.3(b)(i) and shall be entitled to cast no more than one vote. The same principle shall apply if a voting service provider member is a related company of more than one other voting service provider member; (iii) except as provided in clauses 24.1(c) and 24.8, all votes to approve any Proposed Change will require an affirmative vote of not less than 75% of the votes cast by voting service provider members in attendance at the relevant meeting and the affirmative vote of the LFC (exercisable in its sole discretion). The identity of each voting service provider member casting an affirmative vote shall be disclosed to the LFC; (iv) where the vote is in relation to a Price Cap Proposal, the vote must be conducted in a manner that, except as set out in clause 25.3(b)(v), ensures that the Service Provider and the Other Service Providers are not aware of each other's votes; (v) any such approval of a Proposed Change shall not be considered binding on the Service Provider and all Other Service Providers until the LFC has provided written confirmation to the Change Management Forum (which it agrees to do promptly and in any event within five (5) Business Days of the vote) that those voting service provider members voting in favour of the Proposed Change represent service providers comprising no less than 50% of the total aggregate demand of all service providers for all Services (measured on a fibre circuit basis). For the avoidance of doubt, exercise of its obligation under this clause 25.3(b)(v) shall not oblige the LFC to disclose specific information concerning the Service Provider’s or any Other Service Providers’ utilisation of fibre circuits to any party; and (vi) once such confirmation is provided by the LFC, the Change Management Forum vote on the Proposed Change shall be final and binding on the Service Provider and all Other Service Providers and the LFC shall be entitled to effect the Proposed Change in accordance with clause 24.7(d). (c) Notwithstanding anything in this Agreement, the Service Provider may not refer any issue arising out of a Proposed Change as a dispute once the Proposed Change has been approved in accordance with this clause 25.3.

Change Management Forum Processes - Formal Voting. (a) With respect to any Proposed Change that requires the approval of the Change Management Forum under this Agreement, the LFC will send to the Service Provider and all Other Service Providers (in this clause 25.3, the voting service provider members), CFH, the Ministry of Business, Innovation and Employment and the Commerce Commission by no later than thirty (30) 30 days prior to the proposed vote of the Change Management Forum, a notice containing: (i) a reasonably detailed explanation of the Proposed Change(s); (ii) a brief summary of the discussion held and result(s) (if any) of the Change Management Forum consultation on the Proposed Change(s); (iii) the proposed amendment(s) to the General Terms, the Price List, a Service Description, any Service Level Terms, an Operations Manual or a Service Order required to effect the Proposed Change(s); (iv) the date, time and location of the proposed Change Management Forum vote on the Proposed Change(s); (v) the anticipated effective date(s) of implementation of the Proposed Change(s) if such Proposed Change(s) were to be made in accordance with clause 24.7(d24.8(d); and (vi) a confirmation of the number of service providers eligible to vote on the Proposed Change(s) as voting service provider members. (b) For any Change Management Forum vote on a Proposed Change, the procedure for voting shall be determined at the relevant meeting by the voting service provider members in attendance at the relevant meeting with the agreement of the LFC (each acting reasonably and consistent with the purpose and intent of clauses 24 and 25), provided that in all cases: (i) there will be one vote per voting service provider member (including in circumstances where a voting service provider member has more than one representative at the Change Management Forum); (ii) where any voting service provider member (the first voting service provider member) is a related company (as that term is defined in the Companies Act 1993) of a second voting service provider member, the first voting service provider member and the second voting service provider member shall be deemed to be one voting service provider member for the purposes of clause of 25.3(b)(i) and shall be entitled to cast no more than one vote. The same principle shall apply if a voting service provider member is a related company of more than one other voting service provider member; (iii) except as provided in clauses 24.1(c) and 24.824.9, all votes to approve any Proposed Change will require an affirmative vote of not less than 75% of the votes cast by voting service provider members in attendance at the relevant meeting and the affirmative vote of the LFC (exercisable in its sole discretion). The identity of each voting service provider member casting an affirmative vote shall be disclosed to the LFC; (iv) where the vote is in relation to a Price Cap Proposal, the vote must be conducted in a manner that, except as set out in clause 25.3(b)(v), ensures that the Service Provider and the Other Service Providers are not aware of each other's votes; (v) any such approval of a Proposed Change shall not be considered binding on the Service Provider and all Other Service Providers until the LFC has provided written confirmation to the Change Management Forum (which it agrees to do promptly and in any event within five (5) 5 Business Days of the vote) that those voting service provider members voting in favour of the Proposed Change represent service providers comprising no less than 50% of the total aggregate demand of all service providers for all Services (measured on a fibre circuit basis). For the avoidance of doubt, exercise of its obligation under this clause 25.3(b)(v25.3(b)(iv) shall not oblige the LFC to disclose specific information concerning the Service Provider’s or any Other Service Providers’ utilisation of fibre circuits to any party; and (viv) once such confirmation is provided by the LFC, the Change Management Forum vote on the Proposed Change shall be final and binding on the Service Provider and all Other Service Providers and the LFC shall be entitled to effect the Proposed Change in accordance with clause 24.7(d24.8(d). (c) Notwithstanding anything in this Agreement, the Service Provider may not refer any issue arising out of a Proposed Change as a dispute once the Proposed Change has been approved in accordance with this clause 25.3.

Change Management Forum Processes - Formal Voting. (a) With respect to any Proposed Change that requires the approval of the Change Management Forum under this Agreement, the LFC will send to the Service Provider and all Other Service Providers (in this clause 25.3, the “voting service provider members”), CFH, the Ministry of Business, Innovation and Employment and the Commerce Commission by no later than thirty (30) days prior to the proposed vote of the Change Management Forum, a notice containing: (i) a reasonably detailed explanation of the Proposed Change(s); (ii) a brief summary of the discussion held and result(s) (if any) of the Change Management Forum consultation on the Proposed Change(s); (iii) the proposed amendment(s) to the General Terms, the Price List, a Service Description, any Service Level Terms, an Operations Manual or a Service Order required to effect the Proposed Change(s); (iv) the date, time and location of the proposed Change Management Forum vote on the Proposed Change(s); (v) the anticipated effective date(s) of implementation of the Proposed Change(s) if such Proposed Change(s) were to be made in accordance with clause 24.7(d); and (vi) a confirmation of the number of service providers eligible to vote on the Proposed Change(s) as voting service provider members. (b) For any Change Management Forum vote on a Proposed Change, the procedure for voting shall be determined at the relevant meeting by the voting service provider members in attendance at the relevant meeting with the agreement of the LFC (each acting reasonably and consistent with the purpose and intent of clauses 24 and 25), provided that in all cases: (i) there will be one vote per voting service provider member (including in circumstances where a voting service provider member has more than one representative at the Change Management Forum); (ii) where any voting service provider member (the first voting service provider member) is a related company (as that term is defined in the Companies Act 1993) of a second voting service provider member, the first voting service provider member and the second voting service provider member shall be deemed to be one voting service provider member for the purposes of clause of 25.3(b)(i) and shall be entitled to cast no more than one vote. The same principle shall apply if a voting service provider member is a related company of more than one other voting service provider member; (iii) except as provided in clauses 24.1(c) and 24.8, all votes to approve any Proposed Change will require an affirmative vote of not less than 75% of the votes cast by voting service provider members in attendance at the relevant meeting and the affirmative vote of the LFC (exercisable in its sole discretion). The identity of each voting service provider member casting an affirmative vote shall be disclosed to the LFC; (iv) where the vote is in relation to a Price Cap Proposal, the vote must be conducted in a manner that, except as set out in clause 25.3(b)(v), ensures that the Service Provider and the Other Service Providers are not aware of each other's votes; (v) any such approval of a Proposed Change shall not be considered binding on the Service Provider and all Other Service Providers until the LFC has provided written confirmation to the Change Management Forum (which it agrees to do promptly and in any event within five (5) Business Days of the vote) that those voting service provider members voting in favour of the Proposed Change represent service providers comprising no less than 50% of the total aggregate demand of all service providers for all Services (measured on a fibre circuit basis). For the avoidance of doubt, exercise of its obligation under this clause 25.3(b)(v) shall not oblige the LFC to disclose specific information concerning the Service Provider’s or any Other Service Providers’ utilisation of fibre circuits to any party; and (viv) once such confirmation is provided by the LFC, the Change Management Forum vote on the Proposed Change shall be final and binding on the Service Provider and all Other Service Providers and the LFC shall be entitled to effect the Proposed Change in accordance with clause 24.7(d). (c) Notwithstanding anything in this Agreement, the Service Provider may not refer any issue arising out of a Proposed Change as a dispute once the Proposed Change has been approved in accordance with this clause 25.3.

Change Management Forum Processes - Formal Voting. (a) With respect to any Proposed Change that requires the approval of the Change Management Forum under this Agreement, the LFC will send to the Service Provider and all Other Service Providers (in this clause 25.3, the voting service provider membersprovidermembers), CFH, the Ministry of Business, Innovation and Employment and the Commerce Commission by no later than thirty (30) days prior to the proposed vote of the Change Management Forum, a notice containing: (i) a reasonably detailed explanation of the Proposed Change(s); (ii) a brief summary of the discussion held and result(s) (if any) of the Change Management Forum consultation on the Proposed Change(s); (iii) the proposed amendment(s) to the General Terms, the Price List, a Service Description, any Service Level Terms, an Operations Manual or a Service Order required to effect the Proposed Change(s); (iv) the date, time and location of the proposed Change Management Forum vote on the Proposed Change(s); (v) the anticipated effective date(s) of implementation of the Proposed Change(s) if such Proposed Change(s) were to be made in accordance with clause 24.7(d); and (vi) a confirmation of the number of service providers eligible to vote on the Proposed Change(s) as voting service provider members. (b) For any Change Management Forum vote on a Proposed Change, the procedure for voting shall be determined at the relevant meeting by the voting service provider members in attendance at the relevant meeting with the agreement of the LFC (each acting reasonably and consistent with the purpose and intent of clauses 24 and 25), provided that in all cases: (i) there will be one vote per voting service provider member (including in circumstances where a voting service provider member has more than one representative at the Change Management Forum); (ii) where any voting service provider member (the first voting service provider member) is a related company (as that term is defined in the Companies Act 1993) of a second voting service provider member, the first voting service provider member and the second voting service provider member shall be deemed to be one voting service provider member for the purposes of clause of 25.3(b)(i) and shall be entitled to cast no more than one vote. The same principle shall apply if a voting service provider member is a related company of more than one other voting service provider member; (iii) except as provided in clauses 24.1(c) and 24.8, all votes to approve any Proposed Change will require an affirmative vote of not less than 75% of the votes cast by voting service provider members in attendance at the relevant meeting and the affirmative vote of the LFC (exercisable in its sole discretion). The identity of each voting service provider member casting an affirmative vote shall be disclosed to the LFC; (iv) where the vote is in relation to a Price Cap Proposal, the vote must be conducted in a manner that, except as set out in clause 25.3(b)(v), ensures that the Service Provider and the Other Service Providers are not aware of each other's votes; (v) any such approval of a Proposed Change shall not be considered binding on the Service Provider and all Other Service Providers until the LFC has provided written confirmation to the Change Management Forum (which it agrees to do promptly and in any event within five (5) Business Days of the vote) that those voting service provider members voting in favour of the Proposed Change represent service providers comprising no less than 50% of the total aggregate demand of all service providers for all Services (measured on a fibre circuit basis). For the avoidance of doubt, exercise of its obligation under this clause 25.3(b)(v) shall not oblige the LFC to disclose specific information concerning the Service Provider’s or any Other Service Providers’ utilisation of fibre circuits to any party; and (viv) once such confirmation is provided by the LFC, the Change Management Forum vote on the Proposed Change shall be final and binding on the Service Provider and all Other Service Providers and the LFC shall be entitled to effect the Proposed Change in accordance with clause 24.7(d). (c) Notwithstanding anything in this Agreement, the Service Provider may not refer any issue arising out of a Proposed Change as a dispute once the Proposed Change has been approved in accordance with this clause 25.3.

Change Management Forum Processes - Formal Voting. (a) With respect to any Proposed Change that requires the approval of the Change Management Forum under this Agreement, the LFC will send to the Service Provider and all Other Service Providers (in this clause 25.3, the voting service provider members), CFH, the Ministry of Business, Innovation and Employment and the Commerce Commission by no later than thirty (30) 30 days prior to the proposed vote of the Change Management Forum, a notice containing: (i) a reasonably detailed explanation of the Proposed Change(s); (ii) a brief summary of the discussion held and result(s) (if any) of the Change Management Forum consultation on the Proposed Change(s); (iii) the proposed amendment(s) to the General Terms, the Price List, a Service Description, any Service Level Terms, an Operations Manual or a Service Order required to effect the Proposed Change(s); (iv) the date, time and location of the proposed Change Management Forum vote on the Proposed Change(s); (v) the anticipated effective date(s) of implementation of the Proposed Change(s) if such Proposed Change(s) were to be made in accordance with clause 24.7(d24.8(d); and (vi) a confirmation of the number of service providers eligible to vote on the Proposed Change(s) as voting service provider members. (b) For any Change Management Forum vote on a Proposed Change, the procedure for voting shall be determined at the relevant meeting by the voting service provider members in attendance at the relevant meeting with the agreement of the LFC (each acting reasonably and consistent with the purpose and intent of clauses 24 and 25), provided that in all cases: (i) there will be one vote per voting service provider member (including in circumstances where a voting service provider member has more than one representative at the Change Management Forum); (ii) where any voting service provider member (the first voting service provider member) is a related company (as that term is defined in the Companies Act 1993) of a second voting service provider member, the first voting service provider member and the second voting service provider member shall be deemed to be one voting service provider member for the purposes of clause of 25.3(b)(i) and shall be entitled to cast no more than one vote. The same principle shall apply if a voting service provider member is a related company of more than one other voting service provider member; (iii) except as provided in clauses 24.1(c) and 24.824.9, all votes to approve any Proposed Change will require an affirmative vote of not less than 75% of the votes cast by voting service provider members in attendance at the relevant meeting and the affirmative vote of the LFC (exercisable in its sole discretion). The identity of each voting service provider member casting an affirmative vote shall be disclosed to the LFC; (iv) where the vote is in relation to a Price Cap Proposal, the vote must be conducted in a manner that, except as set out in clause 25.3(b)(v), ensures that the Service Provider and the Other Service Providers are not aware of each other's votes; (v) any such approval of a Proposed Change shall not be considered binding on the Service Provider and all Other Service Providers until the LFC has provided written confirmation to the Change Management Forum (which it agrees to do promptly and in any event within five (5) 5 Business Days of the vote) that those voting service provider members voting in favour of the Proposed Change represent service providers comprising no less than 50% of the total aggregate demand of all service providers for all Services (measured on a fibre circuit basis). For the avoidance of doubt, exercise of its obligation under this clause 25.3(b)(v25.3(b)(iv) shall not oblige the LFC to disclose specific information concerning the Service Provider’s or any Other Service Providers’ utilisation of fibre circuits to any party; and (viv) once such confirmation is provided by the LFC, the Change Management Forum vote on the Proposed Change shall be final and binding on the Service Provider and all Other Service Providers and the LFC shall be entitled to effect the Proposed Change in accordance with clause 24.7(d24.8(d). (c) Notwithstanding anything in this Agreement, the Service Provider may not refer any issue arising out of a Proposed Change as a dispute once the Proposed Change has been approved in accordance with this clause 25.3.