Wiredinn Equity Distribution Clause Samples
Wiredinn Equity Distribution. 1. Commencing effective upon the date of the conversion of Wiredinn from a Texas Limited Liability Corporation into a C Corporation under the laws of the State of Texas, as compensation for CWK causing Customers to enter into contracts with Wiredinn and for facilitation of the creation of Installed Rooms, Wiredinn shall assign equity, in the form of Class B non-voting common stock in ▇▇▇▇▇▇▇▇.▇▇▇ ("Shares"), to CWK [*] as follows:
A. For CWK Installed Rooms pursuant to contracts with Customers generated by CWK for each entire calendar quarter, * Shares per each Installed Room existing during such entire calendar quarter; and
B. For CWK Installed Rooms pursuant to contracts with Customers generated by Sprint Canada for each entire calendar quarter, * Shares per each Installed Room existing during such entire calendar quarter; and
C. For CWK Installed Rooms pursuant to contracts with Customers generated by Wiredinn * Shares shall be earned; and
D. For CWK Installed Rooms pursuant to contracts with Customers generated by Wiredinn and CWK together, * shares per each Installed Room existing during such entire calendar quarter. Wiredinn will solely determine Installed Rooms that qualify as per this paragraph.
E. It shall be the responsibility of CWK to advise Wiredinn from time to time in writing as to the information on a Customer-specific basis and as necessary in order to make the calculations called for in clauses (A) and (B) above.
F. Shares earned hereunder shall be issued in whole share increments quarterly in arrears.
G. Customers generated by CWK will be recognized as such at the time of receipt by Wiredinn of the CWK hotel engagement letter. Hotel engagement letters must be supplied to Wiredinn within 10 days of execution between CWK and hotel.
2. The cumulative number of Shares issued pursuant to clause 1 shall be *. Once all * Shares have been earned and issued, Wiredinn and CWK shall negotiate in good faith to endeavor to agree upon appropriate future incentives for CWK to continue to cause Customers to enter into contracts with Wiredinn and for the continuation of facilitation of the creation of Installed Rooms; provided, however, in the event that no such agreement is reached, the provisions of Section 4.a.1. shall be deemed to have been satisfied. ------------ * Certain portions of this Exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions of this Exhib...
Wiredinn Equity Distribution. 1. Commencing effective upon the date of the conversion of Wiredinn from a Texas Limited Liability Corporation into a C Corporation under the laws of the State of Texas, as compensation for CWK causing Customers to enter into contracts with Wiredinn and for facilitation of the creation of Installed Rooms, Wiredinn shall assign equity, in the form of Class B non-voting common stock in ▇▇▇▇▇▇▇▇.▇▇▇ ("Shares"), to CWK [*] as follows: [*]
3. The Shares issued to CWK pursuant to clauses A and B above shall be adjusted accordingly in the event Wiredinn declares a splitting of Shares.
4. The Shares have not been, and will not be, registered under the Securities Act of 1933 and are being issued by reason of a specific exemption from registration under the laws of the United States which depends upon, among other things, the bona fide nature of the investment intent of CWK and its express representation that it is an "Accredited Investor" within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission of the United States. The Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption is available. Certificates representing the Shares shall bear a legend evidencing the aforementioned restrictions on transferability.
5. CWK shall be entitled to convert the Shares into the identical class of stock to be issued in any initial public offering in the event that Wiredinn conducts an IPO; provided that the conversion shall be made simultaneously with the closing of such IPO and such Shares shall be accorded thereupon the same rights and privileges as accorded to shares of Class A voting stock of Wiredinn in connection with such IPO. In the event of the sale of all or substantially all of the other shares of common stock of Wiredinn in which there results a change in the direct or indirect control of Wiredinn to any party other than an affiliate (as that term is defined in the Securities Exchange Act of 1934) of Wiredinn, TIV, ▇▇▇▇▇ ▇▇▇▇▇▇ or any trust created by any of such parties, then CWK shall be entitled to convert the Shares into the identical class of stock as is being sold in such transaction and to participate in such sale on a pro rata basis on terms substantially identical to those pertaining to the other shares.
6. When issued, the Shares shall be free from all liens, charges, mortgages, pledges and other encumbrances whatsoever and will have all rights attaching theret...