Common use of The Financing Clause in Contracts

The Financing. (a) Following the Wireless Stockholders Meeting and consummation of the Closing on the Closing Date, Wireless shall undertake to consummate the sale of not less than $1,250,000 of convertible notes, shares of convertible Wireless Preferred Stock and/or shares of Wireless Common Stock (collectively, the "WIRELESS SECURITIES") all upon such terms and conditions as shall be determined prior to the Closing, disclosed in the Proxy Statement and otherwise reasonably acceptable to the Company Stockholders. The $1,500,000 of gross proceeds realized by Wireless and its Company subsidiary from (i) the $250,000 Financing Deposit referred to in Section 2.07 above, and (ii) the sale of the Securities is hereinafter referred to as the "FINANCING." (b) The parties hereto shall, in good faith, undertake to consummate the Financing by a date which shall be not later than ninety (90) days following the Closing Date. (c) The shares of Wireless Common Stock issued or issuable in connection with the Financing shall be registered for resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement on Form S-1 (separate from the Proxy Statement); provided, that such registration statement shall not be filed with or declared effective by the SEC unless and until all of the Securities relating to such Financing shall have been sold and the proceeds thereof either received by Wireless or funded to an escrow account on behalf of Wireless, pending the effectiveness of such registration statement.

The Financing. (a) Following the Wireless Stockholders Meeting and consummation of the Closing on the Closing Date, Wireless shall undertake to consummate the sale of not less than $1,250,000 2,750,000 of convertible notes, shares of convertible Wireless Preferred Stock and/or shares of Wireless Common Stock (collectively, the "WIRELESS SECURITIES") all upon such terms and conditions as shall be determined prior to the Closing, disclosed in the Proxy Statement and otherwise reasonably acceptable to the Company Stockholders. The $1,500,000 3,000,000 of gross proceeds realized by Wireless and its Company subsidiary from (i) the $250,000 Financing Deposit referred to in Section 2.07 above, and (ii) the sale of the Securities is hereinafter referred to as the "FINANCING." (b) The parties hereto shall, in good faith, undertake to consummate the Financing by a date which shall be not later than ninety (90) days following the Closing Date. (c) The shares of Wireless Common Stock issued or issuable in connection with the Financing shall be registered for resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement on Form S-1 (separate from the Proxy Statement); provided, that such registration statement shall not be filed with or declared effective by the SEC unless and until all of the Securities relating to such Financing shall have been sold and the proceeds thereof either received by Wireless or funded to an escrow account on behalf of Wireless, pending the effectiveness of such registration statement.