Republic Wireless definition
Examples of Republic Wireless in a sentence
Based on such review and evaluation, Bandwidth and Republic Wireless will agree on the appropriate effective date (which may be retroactive) of any such adjustment to the Services Fees.
Bandwidth and Republic Wireless will promptly reduce the Services Fees payable by Republic Wireless as described pursuant to Exhibit A following the discontinuance of any Services.
Bandwidth will maintain books and records, in reasonable detail in accordance with Bandwidth’s standard business practices, with respect to its provision of Services to Republic Wireless pursuant to this Agreement, including records supporting the determination of the Services Fee and other costs and expenses to Republic Wireless pursuant to Article II (collectively, “Supporting Records”).
For U.S. federal income tax purposes, (1) each step of the Restructuring is generally intended to be undertaken in a manner so that no gain or loss is recognized (and no income is taken into account) by BW, Republic Wireless or their respective Subsidiaries, and (2) the Contribution and the Distribution are intended to qualify as a tax-free reorganization under Sections 368(a) and 355 of the Code.
The obligation to deliver (i) shares of Republic Wireless Stock upon the exercise of Republic Wireless Options will be the sole obligation of Republic Wireless, and BW will have no Liability in respect thereof.
Bandwidth will invoice Republic Wireless monthly for reimbursable expenses incurred by Bandwidth on behalf of Republic Wireless during the preceding calendar month as contemplated in Section 2.2; provided, however, that Bandwidth may separately invoice Republic Wireless at any time for any single reimbursable expense incurred by Bandwidth on behalf of Republic Wireless in an amount equal to or greater than $5,000.00.
All documents and instruments used to effect the Restructuring and otherwise to comply with this Agreement will be in form satisfactory to BW, Republic Wireless and any additional signatories hereto.
Bandwidth will give Republic Wireless and its duly authorized representatives, agents, and attorneys reasonable access to all such Supporting Records during Bandwidth’s regular business hours upon Republic Wireless’s request after reasonable advance notice.
At any time during the Term, on not less than thirty (30) days’ prior notice by Republic Wireless to Bandwidth, Republic Wireless may elect to discontinue obtaining any of the Services previously obtained from Bandwidth pursuant to this Agreement.
This Agreement may be terminated and the transactions contemplated hereby may be amended, modified, supplemented or abandoned at any time prior to the Effective Time by and in the sole and absolute discretion of BW without the approval of Republic Wireless.