Common use of CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES Clause in Contracts

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's obligation to purchase the Securities at the Closing is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The accuracy at the Closing of the representations and warranties of the Company contained in this Agreement as if made at the Closing, and the performance by the Company on or before such Closing of all covenants and agreements of the Company required to be performed on or before the Closing. (b) The Company shall have executed and delivered to the Purchaser certificates for the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights Agreement. (c) At the Closing, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (d) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (e) The Purchaser shall have received a legal opinion from Nevada counsel, dated the Closing date, in form and content acceptable to the Purchaser. (f) The Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's obligation to purchase the Securities at the Closing is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The accuracy at the Closing of the representations and warranties of the Company contained in this Agreement as if made at the Closing, and the performance by the Company on or before such Closing of all covenants and agreements of the Company required to be performed on or before the Closing. (b) The Company shall have executed and delivered to the Purchaser certificates for the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights Agreement. (c) At the Closing, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (d) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (e) The Purchaser shall have received a legal opinion from Nevada counsel, dated within 45 days following the Closing date, in form and content acceptable to the Purchaser. The Company shall be solely responsible for legal fees up to a maximum of $2,000.00 in the aggregate for the transactions involving Stanford Venture Capital Holdings, Inc., Ted Gershon, and Purchasxx, xxxx xxspect to said legal opinion. Legal fees greater than $2000.00, if any, with respect to said legal opinion shall be the obligation of Purchaser. (f) The Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's obligation to purchase the Securities at the Closing is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The accuracy at the Closing of the representations and warranties of the Company contained in this Agreement as if made at the Closing, and the performance by the Company on or before such Closing of all covenants and agreements of the Company required to be performed on or before the Closing. (b) The Company shall have executed and delivered to the Purchaser certificates for the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights Agreement. (c) At the Closing, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (d) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (e) The Purchaser shall have received a legal opinion from Nevada counsel, dated within 45 days following the Closing date, in form and content acceptable to the Purchaser. The Company shall be solely responsible for legal fees up to a maximum of $2,000.00 in the aggregate for the transactions involving Stanford Venture Capital Holdings, Inc., AYA Partners, Ltd., and Purchaser, with respect to said legal opinion. Legal fees greater than $2000.00, if any, with respect to said legal opinion shall be the obligation of Purchaser. (f) The Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's ’s obligation to purchase the Securities Shares shall be subject to the satisfaction, at or before the Closing is conditioned upon Date, of each of the followingfollowing conditions, unless provided that these conditions are for the Purchaser’s sole benefit and may be waived in writing by the PurchaserPurchaser at any time in its sole discretion: (ai) The accuracy at receipt of a copy of the Agreement executed by the Company; (ii) receipt of evidence that no further waiver of the Rights Agreement (as defined in Section 5(e)) is required in connection with the transactions contemplated by this Agreement; (iii) receipt of certificates representing the Shares or receipt of evidence that the Company’s transfer agent has been irrevocably instructed to issue certificates, dated the Closing of Date, representing the Shares; (iv) the representations and warranties of the Company contained in this Agreement shall be true, correct and complete as if made at of the ClosingClosing Date (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such date) and the performance Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company on at or before such prior to the Closing and receipt of all covenants a certificate, dated the Closing Date, executed by the principal executive officer and agreements principal accounting officer of the Company required certifying as to be performed on or before the Closing.such; (bv) The Company shall have executed and delivered receipt by the Purchaser of a legal opinion, dated the Closing Date, from counsel to the Purchaser certificates for Company, in form and substance reasonably acceptable to the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights Agreement.Purchaser’s counsel; (cvi) At the Closingno temporary restraining order, the Purchaser shall have received from the Company such preliminary or permanent injunction or other certificates order or decree, and documents as it no other legal restraint or its representatives, if applicableprohibition, shall reasonably request, and all proceedings taken by exist which questions the validity of this Agreement or the right of the Company or the Board of Directors of the CompanyPurchaser, as applicablethe case may be, in connection with the Primary Documents contemplated by to enter into this Agreement and or prevents or could reasonably be expected to prevent the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (d) All regulatory approvals or filings, if any, necessary to consummate consummation of the transactions contemplated by this Agreement Agreement, nor shall any proceeding have been made as commenced or threatened with respect to the foregoing and receipt of each Closing Date. (e) The Purchaser shall have received a legal opinion from Nevada counselcertificate, dated the Closing dateDate, executed by the principal executive officer and the principal accounting officer of the Company certifying to their knowledge as to such; (vii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the NASDAQ Capital Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on the NASDAQ Capital Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in form and content acceptable to each case, in the reasonable judgment of the Purchaser., makes it impracticable or inadvisable to purchase the Shares at the Closing; and (fviii) The receipt of such other information, certificates and documents as the Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchasermay reasonably request.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's ’s obligation to purchase the Securities at Series A Preferred Stock on the Closing Date pursuant to Sections 1(a) and 1(b) above is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The accuracy at on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made at the Closingon such Closing Date, and the performance by the Company on or before such Closing Date of all covenants and agreements of the Company required to be performed on or before the ClosingClosing Date. (b) The Company shall have executed and delivered to the Purchaser certificates for (i) the Securities in conformity with Amended Articles, (ii) the terms hereof Shareholders’ Agreement, (iii) the Non-Compete Agreement, (iv) the Lock-up Agreement, and (v) the additional documents and instruments contemplated by stock certificate representing the Asset Sale Agreement and the Registration Rights AgreementSeries A Preferred Stock. (c) At RAV shall have executed and delivered, and shall have caused each of its members to execute and deliver, to the ClosingPurchaser the Shareholders’ Agreement. (d) The Responsible Party shall have executed and delivered to the Purchaser the Non-Compete Agreement. (e) The Company and RAV shall have executed and deliver, and shall have caused each of the Persons set forth on Exhibit E to execute and deliver, to the Purchaser the Escrow Agreement. (f) The Company shall have caused each of the Persons set forth on Exhibit E to execute and deliver to the Purchaser a Lock-up Agreement. (g) On the Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Company Documents contemplated by this Agreement and the other Primary Company Documents and all documents and papers relating to such Primary Company Documents shall be satisfactory to the Purchaser. (dh) All regulatory approvals for the sale of the Series A Preferred Stock from the FCC and PUCs, and all material consents, waivers, approvals, orders and authorizations from third parties required to be made or filingsobtained for the authorization, execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby and the continuation in force of any rights, licenses, permits, authorizations, agreements, instruments or documents of the Company, shall have been obtained and become final and non-appealable (provided that if anyany appeal or a petition for reconsideration is filed after any such approval has been obtained, necessary such approval shall be deemed to consummate be final and non-appealable unless the Purchaser shall have delivered to the Company an opinion of counsel rendered in good faith that it is probable that such approval will be reversed and/or vacated upon any such appeal or petition for reconsideration). Neither any statute, rule, regulation, order, stipulation, decree, judgment, or injunction shall be enacted, promulgated, entered, enforced, or deemed application to the purchase nor any other action shall have been taken by any government body (i) which prohibits the consummation of the transactions contemplated by this Agreement shall have been made Agreement; (ii) which prohibits the Purchasers ownership of the Series A Preferred Stock, or which compels the Purchaser to dispose of or hold separately all or any portion of the Purchaser’s or the Company’s business or assets as a result of each Closing Datethe transaction contemplated herein; (iii) which makes the purchase of, or payment for, some or all of the Series A Preferred Stock illegal; (iv) which imposes material limitations on the ability of the Purchaser to acquire or hold or to exercise effectively all rights of ownership of the Series A Preferred Stock; or (v) which imposes any limitations on the ability of the Purchaser effectively to control in any material respect the business or operations of the Company. (ei) There shall not have been instituted, pending or threatened any action or proceeding (or any investigation or other inquiry that might result in such an action or proceeding) by or before any government body (i) which prohibits the consummation of the transactions contemplated by this Agreement; (ii) which prohibits the Purchaser’s ownership of the Series A Preferred Stock, or which compels the Purchaser to dispose of or hold separately all or any portion of the Purchaser’s or the Company’s business or assets as a result of the transaction contemplated herein; (iii) which makes the purchase of, or payment for, some or all of the Series A Preferred Stock illegal; (iv) which imposes limitations on the ability of the Purchaser to acquire or hold or to exercise effectively all rights of ownership of the Series A Preferred Stock; or (v) which imposes any limitations on the ability of the Purchaser effectively to control in any material respect the business or operations of the Company. No preliminary or permanent injunction or other order issued by any United States federal or state governmental body, nor any Law promulgated or enacted by any United States federal or state governmental body, that restrains, enjoins or otherwise prohibits the transactions contemplated hereby or limits the ability in any respect of the rights of any of the Company to hold its assets and conduct its present, planned or prospective business, or imposes civil or criminal penalties on any shareholder, director or officer of the Purchaser if such transactions are consummated, shall be in effect. (j) The Purchaser Company shall have received a legal opinion from Nevada counsel, dated closing certificate substantially in the form attached hereto as Exhibit I (“Closing date, in form and content acceptable to the PurchaserCertificate”). (f) The Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's Purchasers' obligation to purchase the Securities at Shares on the Closing Date is conditioned upon the satisfaction or waiver by the Purchasers of each of the following, unless waived in writing by the Purchaserfollowing conditions: (a) The accuracy at on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made at on the ClosingClosing Date, and the performance by the Company on or before such the Closing Date of all covenants and agreements of the Company required to be performed on or before the ClosingClosing Date. (b) The Company shall have executed and delivered to the Purchaser certificates for the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale this Agreement and the Registration Rights AgreementAgreement and delivered same to the Purchasers. (c) At On the Closing Date, the Purchasers shall have received an opinion of counsel for the Company, dated the Closing Date, in the form attached as Exhibit B hereto. (d) On the Closing Date, the Purchasers shall have received a certificate executed by the President or the Chief Executive Officer of the Company and by the Chief Financial Officer of the Company, stating that all of the representations and warranties of the Company set forth in the Primary Documents are accurate as of the Closing Date and that the Company has performed all of its covenants and agreements required to be performed under the Primary Documents on or before the Closing Date. (e) The Purchasers shall have received an incumbency certificate, dated the Closing Date, for the officers of the Company executing this Agreement, and any other documents or instruments delivered in connection with this Agreement at the Closing. (f) The Purchasers shall have received a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, as to the continued and valid existence of the Company, certifying the attached copy of the By-laws of the Company, the Purchaser authorization of the execution, delivery and performance of the Primary Documents, and the resolutions adopted by the Board of Directors of the Company authorizing the actions to be taken by the Company contemplated by the Primary Documents. (g) The Purchasers shall have received a certified copy of the Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware and any amendments thereto through the Closing Date. (h) The Purchasers shall have received from the Company such other certificates and documents as it they or its their representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the PurchaserPurchasers. (di) All regulatory approvals No injunction, order, investigation, claim, action or filingsproceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, if anydecree or order would restrain, necessary to consummate impair or prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement shall have been made as of each Closing Dateor cause any such transaction to be rescinded. (ej) The Purchaser Company shall have received a legal opinion from Nevada counselobtained in writing or made all consents, dated waivers, approvals, orders, permits, licenses and authorizations of, any registrations, declarations, notices to and filings and applications with, any governmental authority or any other person or entity (including, without limitation, securityholders and creditors of the Closing date, Company) required to be obtained or made in form order to enable the Company to observe and content acceptable comply with all its obligations under this Agreement and to consummate the Purchasertransactions contemplated hereby. (f) The Purchaser shall have received customary officer and secretary certificates, in form and content acceptable to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's obligation to purchase the Securities at the Series B Preferred Stock on each Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy at the on each Closing Date of the representations and warranties of the Company contained in this Agreement as if made at the Closingon such Closing Date, and the performance by the Company on or before such Closing Date of all covenants and agreements of the Company required to be performed on or before the ClosingFirst Closing Date or such other Closing Date. (bc) The Company shall have executed and delivered to the Purchaser certificates for the Securities Series B Preferred Stock as scheduled in conformity the Table of Closings in Section 1(c) with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights Agreementrespect to each Closing Date. (cd) At the ClosingOn each Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (de) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (ef) The Purchaser shall have received a legal opinion from Nevada counselLionel Sawyer & Collins, dated the Closing dateXxxxx Xxxxxxg Dxxx, in xx form and content acceptable to the Purchaser. (fg) The Purchaser Company shall have received customary officer and secretary certificates, a Closing Certificate substantially in the form and content acceptable to the Purchaser.attached hereto as Exhibit E.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. a. The Company understands that obligation of the Purchaser's obligation Purchaser hereunder to purchase the Securities Shares at the First Closing is conditioned upon each of subject to the followingsatisfaction, unless waived in writing by the Purchaser: (a) The accuracy at the Closing of the representations and warranties of the Company contained in this Agreement as if made at the Closing, and the performance by the Company on or before such Closing of all covenants and agreements of the Company required to be performed on or before the Closing.Closing Date, of each of the following conditions, provided, however, that any of these conditions may be waived by the Purchaser at any time in his sole discretion: (b) i. The Company shall have executed and delivered to the Purchaser certificates for the Securities in conformity with the terms hereof and the additional documents and instruments contemplated by the Asset Sale Agreement and the Registration Rights this Agreement. (c) At the Closing, ii. The Company shall have delivered instructions to its transfer agent to deliver to the Purchaser shall have received from duly executed certificates representing the Company such other certificates and documents number of Shares as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, provided in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the PurchaserSection 1.b above. (d) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this iii. The Reorganization Agreement shall have been made signed by all parties thereto, and, in connection therewith, the Reorganization Actions shall have occurred. iv. The Intercreditor Agreement shall have been terminated by a writing signed by all of the parties thereto, and all liens on assets of the Borrowers securing indebtedness of the Borrowers to the Existing Secured Parties shall have been released. v. The representations and warranties of the Company shall be true and correct as of each the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company on or prior to the Closing Date. (e) . The Purchaser shall have received a legal opinion from Nevada counselcertificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the Closing Date, to the foregoing effect and attaching true and correct copies of the resolutions adopted by the Company’s Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement. vi. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. vii. From the date of this Agreement through the Closing Date, there shall not have occurred any Material Adverse Effect. b. The obligation of the Purchaser hereunder to purchase Shares at any Follow-on Closing is subject to the satisfaction, on or before the applicable Closing Date, of each of the following conditions, provided, however, that any of these conditions may be waived by the Purchaser at any time in his sole discretion: i. The Company shall have executed and delivered to the Purchaser this Agreement, and the First Closing shall have occurred. ii. The Company shall have delivered instructions to its transfer agent to deliver to the Purchaser duly executed certificates representing the number of Shares as provided in Section 1.c above. iii. The Reorganization Agreement shall have been signed by all parties thereto, and, in connection therewith, the Reorganization Actions shall have occurred. iv. The Intercreditor Agreement shall have been terminated by a writing signed by all of the parties thereto, and all liens on assets of the Borrowers securing indebtedness of the Borrowers to the Existing Secured Parties shall have been released. v. The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date), and the Company shall have performed, satisfied and complied in form all material respects with the covenants, agreements and content acceptable conditions required by this Agreement to be performed, satisfied or complied with by the Company on or prior to the Purchaser. (f) applicable Closing Date. The Purchaser shall have received customary officer and secretary certificatesa certificate, in form and content acceptable executed on behalf of the Company by its Chief Financial Officer, dated as of the applicable Closing Date, to the Purchaserforegoing effect and attaching true and correct copies of the resolutions adopted by the Company’s Board of Directors authorizing the execution, delivery and performance by the Company of its obligations under this Agreement. vi. No statute, rule, regulation, executive order, decree, ruling, injunction, action, proceeding or interpretation shall have been enacted, entered, promulgated, endorsed or adopted by any court or governmental authority of competent jurisdiction or any self-regulatory organization, or the staff of any thereof, having authority over the matters contemplated hereby that questions the validity of, or challenges or prohibits the consummation of, any of the transactions contemplated by this Agreement. vii. From the date of this Agreement through the applicable Closing Date, there shall not have occurred any Material Adverse Effect.