Equity Royalty. (23) The authorization, offer, issuance, sale and delivery of the Equity Royalty has been duly authorized by all requisite corporate action on the part of Clearwire Parent, and the Equity Royalty, when issued, sold and delivered in accordance with the Master Agreement and this Agreement, will be validly issued and outstanding, fully paid and nonassessable, free of any Liens and not subject to preemptive or similar rights of the other shareholders of Clearwire Parent or others (other than as set forth in the Stockholders Agreement, as defined in the Master Agreement, or Clearwire Parent's Certificate of Incorporation, as amended). The terms, designations, powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions, of the Class A Common Stock are as stated in the Clearwire Parent's Certificate of Incorporation, as amended.
Equity Royalty. Pursuant to the Master Agreement,_____ 8 shares of Clearwire Parent Class A Common Stock (as the number of such shares may be adjusted in accordance with the requirements of the Master Agreement, the "EQUITY ROYALTY") have been deposited in escrow (the "ESCROW") for delivery to Licensee pursuant to the terms of an escrow agreement (as it may be or may have been amended or replaced, the "Escrow Agreement") by and among __________ (9) and __________ (10) (as it may be replaced, the "ESCROW AGENT"). Clearwire shall cause the Escrow Agent to deliver the Equity Royalty to Licensee within ten (10) days of the Commencement Date. The Equity Royalty is partial consideration for the execution and delivery of this Agreement by Licensee. In the event that this Agreement is terminated pursuant to Section 11(f) or is otherwise terminated prior to the Commencement Date, the Parent Stock shares shall be released from Escrow and returned to Clearwire Parent with the blank stock powers upon the effective date of such termination. In the event that this Agreement is terminated pursuant to Section 11(g), Licensee shall transfer to Clearwire that number of Equity Royalty shares that have been issued to Licensee pursuant to this Agreement that is equal to the product of the number of Equity Royalty shares issued pursuant to this Agreement (as adjusted ---------- (7) For DAETC IUA, change this heading to "TERM; ADDITION OF CHANNELS" and insert Rider C.
Equity Royalty. SES agrees to pay to GTI for each U-GAS unit licensed, designed, built and/or operated by or for SES, or any party other than a Third Party an upfront royalty of USD */MMBtu/hour of dry syngas production of rated design capacity of the U-GAS system using Coal, a mixture of Coal and Biomass, or Biomass as the feed stock (the “Standard Royalty”). The Standard Royalty shall be paid in two equal installments: the first installment shall be paid upon the earlier of the securing of binding commitments for necessary debt financing for [*] This information has been omitted in reliance upon Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Securities and Exchange Commission. construction of the associated U-GAS system and related facilities or SES (or its Affiliate) transferring to the licensee the detailed U-GAS system gasifier production drawings or the complete U-GAS system control logic; and the last installment shall be paid upon the completion of the build of the U-GAS system. If the U-GAS system consists of more than one unit to be built over a period of years, then the second installment of the Standard Royalty shall be paid proportionately at the completion of each unit. Payments shall be made to GTI no earlier than the associated triggering event, and no later than 30 days after the associated triggering event. As necessary, the amount of the last installment shall be adjusted so that the total Standard Royalty corresponds to the rated design capacity of the U-GAS system as per the U-GAS system production drawings and associated calculations and models.
