Internet Group. StarBand will pay to Gilat as of July 1, 2000, [*] per calendar quarter for Internet services, and the advancement and development of transparent Flash technology, security gateway and systems, MSS development and integration (managing Deuromedia product management, etc., and including the "Carousel" user experience (including privacy, security and other features required to provide an adequate user experience), IPA (Internet Page accelerator) integration and testing, switching technique integration, OB (outbound) quality of service [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with repect to the omitted portions development and integration (second phase on software from Deterministic Network Inc. and Gilat's hardware), and assistance with the Internet standard DHCP (dynamic host configuration protocol) solution to the research and development. StarBand shall be entitled to updates made available by the Internet group during the time that StarBand continues to purchase the Internet group services from Gilat. StarBand may, upon ninety (90) days' written notice terminate these Internet services, effective at the close of the first quarter following the notice, at which time StarBand's payment obligation will cease, as will Spacenet's/Gilat's obligations to include subsequent updates of such items in future deliverables. Pricing for such subsequent updates will be negotiated as separate items to the extent such items are ordered.
Internet Group. On the Closing Date, immediately prior to the consummation of the Merger and the filing of the Certificate of Merger, Parent shall file the proposed amendment and restatement of the Restated Certificate of Incorporation of Parent substantially as set forth as Exhibit B hereto (the "Parent Charter Amendment") with the Secretary of State of the State of Delaware. The Board of Directors has adopted resolutions approving the Parent Charter Amendment and certain policies pertaining to the Parent Common Stock (as defined in Section 1.7) substantially as set forth as Exhibit C hereto (the "Parent Common Stock Policies"), which Parent Charter Amendment and Parent Common Stock Policies shall establish the "Internet Group" effective as of the Effective Time. For purposes of this Agreement, the term "
Internet Group. Common Stock; Internet Group Companies and Business. When issued and delivered in accordance with the terms of this Agreement, the Internet Group Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free of any preemptive or similar right. Except as set forth in Section 2.7 of the Parent Disclosure Schedule, there is no stock option plan or other plan providing for equity compensation maintained by Internet Group. Except as set forth in Section 2.7 of the Parent Disclosure Schedule, there are no other options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Parent or any subsidiary of Parent is a party or by which it is bound obligating Parent or any subsidiary of Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Internet Group Common Stock (except in exchange for Company Options pursuant to Section 1.7 above) or interests in any of the Internet Group Companies, as the case may be. Except as set forth in Section 2.7 of the Parent Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Internet Group Common Stock. Except as set forth in Section 2.7 of the Parent Disclosure Schedule, there are no minority interests or options, calls or other rights to acquire whatsoever any equity or other interests (ownership, economic or otherwise) in any of the Internet Group Companies or the business or assets of the Internet Group.
