Contemporaneous Transactions. The parties hereby agree that each of the transactions contemplated by this Agreement that is in fact consummated shall, to the extent permitted by applicable law and not otherwise provided for herein, be deemed consummated substantially contemporaneously with any other transaction that is in fact consummated pursuant to this Agreement.
Contemporaneous Transactions. Prior to or contemporaneously with the Closing:
(i) Each of the Stockholders Agreement and Registration Rights Agreement shall have been executed and delivered by each party named on the signature pages thereof;
(A) The Company shall have sold to each Purchaser, and each of the Purchasers shall have purchased, the shares of Series B Preferred Stock to be purchased at the Closing by such Purchaser under this Agreement, and (B) the Company shall have delivered to each Purchaser certificates representing such shares of Series B Preferred Stock, each registered in the name of such Purchaser or the name of its nominee(s).
(iii) The Series B Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series B Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified.
(iv) The Series A Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series A Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified.
(v) The transactions contemplated by the Tutopia Stock Purchase Agreement attached hereto as Exhibit G shall have been consummated at or prior to the Closing.
(vi) The Company shall have duly adopted the Amendment to the 1998 Option Plan in accordance with Applicable Law and Nasdaq rules and regulations.
(vii) The Company shall have duly adopted the Performance-Based Stock Option Plan in accordance with Applicable Law and Nasdaq rules and regulations.
(viii) The Company shall have obtained the approval of its stockholder in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby.
(ix) The composition of the Board shall be in compliance with the terms of the Stockholders Agreement, including the appointment of an additional UBS designee such that UBS designees shall constitute three out of the seven members of the Board.
(x) A Nasdaq listing application with respect to the Conversion Shares shall have been filed and become effective.
(xi) The Stockholder Notification Period shall have elapsed.
(xii) The requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, or any foreign anti-competition, antitrust or pre-merger notification rules and regulations, if applicable, shall have been complied with.
(xiii) The Company shall have received waivers from its senior management, optionholders and the...
Contemporaneous Transactions. The Contemporaneous Transactions (as hereinafter defined) have been consummated. The term "Contemporaneous Transactions" shall mean that certain Consent and Fourth Amendment of even date herewith to that certain Credit Agreement dated as of July 25, 2000 among The Williams Companies, Inc., Northwest Pipeline Corporation, Transcontinxxxxx Xxs Pipe Line Corporation, and Texas Gas Transmission Corporation, as Borrowers, the financial institutions from time to time party thereto, The Chase Manhattan Bank and Commerzbank AG, as Co-Syndication Agents, Credit Lyonnais New York Branch, as Documentation Agent, and Citibank, N.A., as Agent, as amended by a letter agreement dated as of October 10, 2000, by a Waiver and First Amendment dated as of January 31, 2001, by a Second Amendment to Credit Agreement dated as of February 7, 2002, by a Third Amendment dated as of March 3, 2002.
Contemporaneous Transactions. 20 Section 2.25
Contemporaneous Transactions. The WCAS SRS Contribution and the Newco Contribution shall occur on the Closing Date substantially contemporaneously with, but, with respect to the WCAS SRS Contribution and the Newco Contribution, immediately prior to, the Closing.
Contemporaneous Transactions. Purchaser represents and acknowledges to the Company that it is aware of other transactions contemplated or entered into by the Company with other parties to receive capital from sources other than Purchaser and that such transactions may be on terms substantially different and more favorable to such other parties than the terms granted to the Purchaser as set forth in this Agreement, the Note, or the Warrants.
Contemporaneous Transactions. Simultaneously with the Closing of the transactions contemplated hereby, the Company shall (i) have consummated the acquisition of each of the Acquired Companies in a manner satisfactory to Investor, and (ii) have received bank financing in the amount of approximately five million ninety eight thousand two hundred thirty three dollars ($5,098,233) upon terms reasonably satisfactory to Investor.
Contemporaneous Transactions. Buyer shall have executed each of the Settlement Agreements which requires its signature. IX
Contemporaneous Transactions. The parties have entered into this ---------------------------- Agreement in the expectation that the transactions contemplated at the Securities Closing will be part of a series of related transactions described in this Agreement, the Purchase Agreement and that certain Guaranty Agreement, of even date herewith, between Buyer and Seller (the "Guaranty Agreement"). This Agreement, the Purchase Agreement and the Guaranty Agreement are hereinafter sometimes referred to as the "Transaction Documents"). Although the parties contemplate that one or more of the transactions contemplated pursuant to the Transaction Documents will be consummated in advance of the others, it is the intent of the parties hereto and to the Transaction Documents that each of the transactions contemplated at the closings described in each of the Transaction Documents will be consummated if any of them are. Except to the extent that any party to a Transaction Document shall be in breach of its obligations thereunder, it shall be entitled to receive reasonable assurances from the other parties to the Transaction Documents that each of the transactions contemplated at the various closings provided for therein will be consummated in the order and manner provided for in the Transaction Documents and each of the parties hereto agrees to use commercially reasonable efforts to provide such assurances. Notwithstanding the foregoing, no provision of this Section 3.3 is intended to confer any benefit on any third party and no third party to the Transaction Documents shall be entitled to rely upon this Section 3.3 or seek enforcement thereof. In addition, notwithstanding the provisions of this Section 3.3, no party to this Agreement shall be obliged, by virtue thereof, to enter into any amendment to this Agreement or to incur or suffer any material liability, expense or detriment.
Contemporaneous Transactions. Prior to or contemporaneously with ---------------------------- the respective Closing:
(i) Each of the Stockholders Agreement and Registration Rights Agreement shall have been executed and delivered by each party named on the signature pages thereof;
(A) The Company shall have sold to each Purchaser, and each of the Purchasers shall have purchased, the shares of Series A Preferred Stock to be purchased at such Closing by such Purchaser under this Agreement, and (B) the Company shall have delivered to each Purchaser certificates representing such shares of Series A Preferred Stock, each registered in the name of such Purchaser or the name of its nominee(s).
(iii) The Certificate in the form attached hereto as Exhibit B --------- hereto shall have been duly filed with the Secretary of State of the State of Delaware. The Certificate shall be in full force and effect as of the Initial Closing and shall not have been amended or modified.
(iv) Each of the Company and Xxxxxxx.xxx, Inc. shall have executed and delivered to the Purchasers the Commitment Letter.
(v) The Subscription and Joint Venture Agreement, dated as of November 23, 1998, among the Company, Emerging Networks, Inc., International Technology Investments, LLC and Xxx X. Xxxxx, as amended by the First Amendment to Subscription and Joint Venture Agreement dated as of March 22, 2000 shall have been terminated and be of no further force or effect.
(vi) With respect to the Subsequent Closing, the acquisition by UBS of preferred stock of Xxxxxxx.xxx, Inc. contemplated by the Commitment Letter shall have been consummated on substantially the same terms as those outlined in the Commitment Letter.
