Common use of Contemporaneous Transactions Clause in Contracts

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 other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

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 HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust 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 other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

Contemporaneous Transactions. Prior to or contemporaneously with the Closing: (i) Each of the Stockholders Agreement, Registration Rights Agreement and Registration Rights the Tutopia Put Agreement shall have been executed and delivered by each party named on the signature pages thereof;. (A) The Company shall have sold issued to each Purchaser, and each of the Purchasers shall have purchasedacquired, the shares of Series B C Preferred Stock to be purchased acquired 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 C Preferred StockStock acquired hereunder, each registered in the name of such Purchaser or the name of its nominee(s). (iii) The Amendment to the Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Amendment to the Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (iv) The Series C Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series C Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (v) 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. (vi) 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 stockholders in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby. (ixviii) 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. (xix) 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. (xiix) The requirements of the Hart-XxxxxScott-Xxxxxx Xxxitrust Improvements Rodino Xxxxxxxxx Xxxxxxxments 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. (xiiixi) The Company shall have received waivers from its senior management, optionholders and the other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

Contemporaneous Transactions. Prior to or ---------------------------- contemporaneously with the Closing: (i) Each of the Stockholders Agreement and Agreement, Registration Rights Agreement, and the Tutopia Put Agreement shall have been executed and delivered by each party named on the signature pages thereof;. (A) The Company shall have sold issued to each Purchaser, and each of the Purchasers shall have purchasedacquired, the shares of Series B D Preferred Stock to be purchased acquired 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 D Preferred StockStock acquired hereunder, each registered in the name of such Purchaser or the name of its nominee(s). (iii) The Series B Amendment to the Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series B Amendment to the Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (iv) The Series A D Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series A D 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.[deleted] (vi) The Company shall have duly adopted the Amendment to the 1998 Option Plan in accordance with Applicable Law and Nasdaq rules and regulations.[deleted] (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 stockholders in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby. (ixviii) 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. (xix) 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. (xiix) The requirements of the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust 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. (xiiixi) The Company shall have received waivers from its senior management, optionholders and the other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

Contemporaneous Transactions. Prior to or ---------------------------- contemporaneously with the Closing: (i) Each of the Stockholders Agreement, Registration Rights Agreement and Registration Rights the Tutopia Put Agreement shall have been executed and delivered by each party named on the signature pages thereof;. (A) The Company shall have sold issued to each Purchaser, and each of the Purchasers shall have purchasedacquired, the shares of Series B C Preferred Stock to be purchased acquired 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 C Preferred StockStock acquired hereunder, each registered in the name of such Purchaser or the name of its nominee(s). (iii) The Amendment to the Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Amendment to the Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (iv) The Series C Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series C Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (v) 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. (vi) 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 stockholders in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby. (ixviii) 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. (xix) 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. (xiix) The requirements of the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust 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. (xiiixi) The Company shall have received waivers from its senior management, optionholders and the other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

Contemporaneous Transactions. Prior to or contemporaneously with the Closing: (i) Each The Stockholder Solicitation Period with respect to the issuance of Series A Preferred Stock hereunder shall have expired and the Restated Stockholders Agreement and Registration Rights Agreement shall have been executed and delivered by the Company, Latin Guide, Inc., each party named on Purchaser and each other stockholder of the signature pages thereof;Company, other than holders of up to 86,000 shares of Class B Common Stock. (ii) (A) The Company shall have sold to each Purchaser, and each of the Purchasers shall have purchased, the shares of Series B A Preferred Stock to be purchased at the such Closing by such Purchaser under this Agreement, and (B) the Company shall have delivered to each Purchaser certificates representing such shares of Series B A Preferred Stock, each registered in the name of such Purchaser or the name of its nominee(s). (iii) The Series B Restated Certificate of Incorporation shall have been duly filed with the Secretary of State of the State of Delaware. The Restated Certificate of Incorporation shall be in full force and effect as of the Initial Closing and shall not have been amended or modified, except by reason of the filing of the Certificate. (iv) The Restated By-Laws shall have been duly adopted by all necessary corporate action on the part of the Company. The Restated By-Laws shall be in full force and effect as of the Initial Closing and shall not have been amended or modified. (v) The 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 such Closing and shall not have been amended or modified. (ivvi) The Series A Certificate Inter-Company Services Agreement and Dial Access Agreement between the Company and IFX shall have been duly filed with the Secretary of State of the State of Delaware. The Series A Certificate shall executed and be in full force and effect as of the Initial 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. The Option Plan shall be in accordance with Applicable Law full force and Nasdaq rules effect as of the Initial Closing and regulationsshall not have been amended or modified. (viii) The Company and Jak Burzstyn shall have obtained entered into the approval of its stockholder in accordance with Applicable Law Employment Agreement Amendment and Nasdaq rules Waiver. The Employment Agreement Amendment and regulations necessary to consummate the transactions contemplated hereby. (ix) The composition of the Board Waiver shall be in compliance with the terms full force and effect as of the Stockholders Agreement, including the appointment of an additional UBS designee such that UBS designees Initial Closing and shall constitute three out of the seven members of the Board. (x) A Nasdaq listing application with respect to the Conversion Shares shall not have been filed and become effectiveamended or modified. (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 other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.

Contemporaneous Transactions. Prior to or contemporaneously with the Closing: (i) Each of the Stockholders Agreement and Agreement, Registration Rights Agreement, and the Tutopia Put Agreement shall have been executed and delivered by each party named on the signature pages thereof;. (ii) (A) The Company shall have sold issued to each Purchaser, and each of the Purchasers shall have purchasedacquired, the shares of Series B D Preferred Stock to be purchased acquired 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 D Preferred StockStock acquired hereunder, each registered in the name of such Purchaser or the name of its nominee(s). (iii) The Series B Amendment to the Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series B Amendment to the Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (iv) The Series A D Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series A D 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.[DELETED] (vi) The Company shall have duly adopted the Amendment to the 1998 Option Plan in accordance with Applicable Law and Nasdaq rules and regulations.[DELETED] (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 stockholders in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby. (ixviii) 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. (xix) 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. (xiix) The requirements of the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended, or any foreign antixxxxxxx xxxx-competitionxxxpetition, antitrust or pre-merger notification rules and regulations, if applicable, shall have been complied with. (xiiixi) The Company shall have received waivers from its senior management, optionholders and the other parties to the Material Instruments, in form and substance satisfactory to the Purchasers, of the change-in-control provisions contained in their respective employment agreements, option agreements and/or Material Instruments with respect to the transactions contemplated hereby.