Common use of Second Closing Clause in Contracts

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company to sell the Preferred Stock hereunder is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, at or before the Second Closing Date, of each of the following conditions: (i) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of each of the following conditions:

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock Unless otherwise consummated at the Second First --------------- Closing (which, in that event, the following conditions precedent shall be satisfied in connection with the First Closing. The ) the obligation of the Company hereunder to issue and sell the Preferred Stock hereunder Second Convertible Debenture and the Second Warrants to the Buyer at the Second Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion: (i) Accuracy The Buyer shall have executed appropriate amendments to the Other Transaction Documents providing for the inclusion thereunder of the Purchasers' Representations Second Convertible Debenture, Second Warrants and Warranties. Second Warrant Shares, as the case may be, and delivered them to the Company. (ii) The Buyer shall have delivered to the Escrow Agent the Second Purchase Price for the Second Convertible Debenture and the Second Warrants and the Escrow Agent shall have delivered the net proceeds to the Company by wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of each Purchaser set forth in this Agreement the Buyer shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser Buyer shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser the Buyer at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); and (iii) No InjunctionDate. No statuteIf requested by the Company, rule, regulation, executive order, decree, ruling or injunction the Company shall have been enactedreceived a certificate, entered, promulgated, endorsed or threatened or shall be pending executed by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any an executive officer of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation Buyer, dated as of the Purchasers to Purchase the Preferred Stock at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of each of to the following conditions:foregoing effect and as to such other matters as may be reasonably requested by the Company.

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company Buyer hereunder to sell purchase the Preferred Stock hereunder Debentures at the Second Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditionsconditions (in addition to any other conditions precedent elsewhere in this Agreement), provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: (ia) Accuracy of The Company, each Guarantor and/or the Purchasers' Representations President (as applicable) shall have executed and Warranties. delivered the Transaction Documents applicable to the Second Closing and delivered the same to the Buyer. (b) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser Company and each Guarantor shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser the Company and each Guarantor at or prior to the Second Closing Date Date. (including payment c) The Buyer shall have issued an irrevocable issuance instruction letter and board resolution, authorizing the issuance of the Second Closing Advisory Fee Shares and irrevocably directing its Transfer Agent to issue and deliver the Second Closing Advisory Fee Shares to Buyer or its designee. (d) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer and its counsel. (e) The Company shall have delivered to the Buyer the filed Certificate of Designation of Series B Convertible Preferred Stock and the original certificate evidencing the issuance of such Purchaser's purchase price)shares to the Buyer. (f) The Company and each Guarantor shall have executed and delivered to Buyer a closing certificate, certified as true, complete and correct by an officer of the Company or Guarantor, in substance and form required by Buyer, which closing certificate shall include and attach as exhibits: (i) a true copy of a certificate of good standing evidencing the formation and good standing of the Company or Guarantor from the secretary of state (or comparable office) from the jurisdiction in which the Company is formed; and (ii) the Company’s or Guarantor’s Organizational Documents; (iii) copies of the resolutions of the board of directors of the Company or Guarantor as adopted by the Company’s or Guarantor’s board of directors, in a form acceptable to Buyer; and (iv) resolution of the Guarantor’s shareholders, approving and authorizing the execution, delivery and performance of the Transaction Documents to which it is party and the transactions contemplated thereby, in a form acceptable to the Buyer. (g) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction event shall have been enactedoccurred which could reasonably be expected to have a Material Adverse Effect. (h) The Buyer shall have received copies of UCC search reports, enteredissued by the Secretary of State of the state of incorporation or residency, promulgatedas applicable, endorsed of the Company and each Guarantor, dated such a date as is reasonably acceptable to Buyer, listing all effective financing statements which name the Company and each Guarantor, under their present name and any previous names, as debtors, together with copies of such financing statements. (i) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits resolutions as the consummation of any of Buyer may require to consummate the transactions contemplated by this Agreement or and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer. (bj) Conditions Precedent The Company shall have delivered to the Obligation Buyer the filed Certificate of the Purchasers to Purchase the Designation of Series C Preferred Stock at and the Second Closing. The obligation original certificate evidencing the issuance of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject such shares to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of each of the following conditions:Buyer.

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company hereunder to issue and sell the Second Preferred Stock hereunder Shares to each Buyer at the Second Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ia) Accuracy Such Buyer and each other Buyer shall have delivered to the Company the Second Purchase Price for the Second Preferred Shares being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the Purchasers' Representations and Warranties. Company’s written wire instructions. (b) The representations and warranties of each Purchaser set forth in this Agreement such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Second Closing Date as though originally made at such time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser such specific date), and such Buyer shall have performed, satisfied satisfied, and complied in all material respects with all the covenants, agreements agreements, and conditions required by this Agreement and the Transaction Documents to be performed, satisfied satisfied, or complied with by such Purchaser Buyer at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); andDate. (iiic) No Injunction. No statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall have been enacted, entered, promulgated, or endorsed or threatened or shall be pending by or before any court or governmental authority Governmental Entity of competent jurisdiction which that prohibits or restrains the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of each of the following conditions:

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company Buyer hereunder to sell accept the Preferred Stock hereunder Convertible Debentures at the Second Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions: (a) The Company shall have executed the Transaction Documents applicable to the Second Closing and delivered the same to the Buyer. (b) Trading in the Common Stock on the Primary Trading Market shall not have been suspended for any reason, nor shall suspension have been threatened, as of the First Closing Date, either: (i) Accuracy in writing by the SEC or the Principal Trading Market; or (ii) by falling below the minimum listing maintenance requirements of the Purchasers' Representations Principal Trading Market. If required by the Principal Trading Market, all the Conversion Shares issuable upon the conversion of the Convertible Debentures and Warranties. Warrant Shares issuable upon exercise of the Warrants shall be approved for listing or trading on the Primary Trading Market. (c) The representations and warranties of each Purchaser set forth in this Agreement the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser Company shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser the Company at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsDate. (bd) Conditions Precedent The Company shall have executed and delivered to the Obligation of Buyer the Purchasers Convertible Debentures, Warrants and Compensation Stock applicable to Purchase the Preferred Stock at the Second Closing. . (e) The obligation Buyer shall have received an opinion of each Purchaser hereunder counsel from counsel to acquire the Company in a form satisfactory to the Buyer. (f) The Company shall have provided to the Buyer a true copy of a certificate of good standing evidencing the formation and pay for good standing of the Preferred Stock at Company from the secretary of state (or comparable office) from the jurisdiction in which the Company is incorporated, as of a date within ten (10) days of the Second Closing is subject Date. (g) The Company shall have delivered to the satisfaction Buyer a certificate, executed by the Secretary or waiver (with prior written notice to other officer of the Company and each other Purchaser) by such Purchaser, on or before dated as of the Second Closing Date, confirming: (i) the matters set forth in Section 10.2(c) hereof; (ii) that resolutions consistent with Section 6.3 above have been adopted by the Company's board of directors in a form reasonably acceptable to Buyer; (iii) the Certificate of Incorporation; and (iv) the Bylaws, each as in effect at the Second Closing Date. (h) The Company shall have timely filed all SEC Documents required to be filed by the Company as of the following conditions:Second Closing Date. (i) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (j) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, and provided to Buyer such other documentation as may be reasonably requested by Buyer, confirming that the Company Technology has been commercially launched in Turkey; provided, however, that if the failure to launch in Turkey is the result of failure of third parties other than the Company, such as Trendlink or the telecommunications carrier in Turkey, and such failure is not in any manner related to a failure of cooperation, resources, funding or other failure by the Company, then this condition shall be deemed satisfied so long as the Company used its best efforts to cause such commercial launch in Turkey. (k) The Company shall have certified, in a certificate executed by two officers of the Company and dated as of the Second Closing Date, and provided to Buyer such other documentation as may be reasonably requested by Buyer, confirming that the Company has signed, effective and valid advertising contracts for the Company Technology that are expected to generate a minimum of $500,000 of gross revenue for the Company.

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company hereunder to issue and sell the Additional Preferred Stock hereunder Shares and issue the True-Up Commitment Shares, if any, to each Buyer at the Second Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Accuracy The Merger shall have been consummated pursuant to the terms and conditions of the Purchasers' Representations Merger Agreement. (ii) Such Buyer and Warranties. each other Buyer shall have delivered to the Company the Additional Purchase Price (less the amounts withheld pursuant to Section 4(h)) for the Additional Preferred Shares being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds in accordance with the wire instructions provided by the Company. (iii) The representations and warranties of each Purchaser set forth in this Agreement such Buyer shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser Buyer at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); andDate. (iiiiv) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, promulgated or endorsed or threatened or shall be pending by or before any court or governmental authority Governmental Entity of competent jurisdiction which that prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of each of the following conditions:

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company to issue and sell the Preferred Stock hereunder Remaining Note and the Units to Purchaser at the Second Closing as contemplated by Section 2.2 is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Purchaser with prior written notice thereof: (i) Accuracy The Initial Closing shall have occurred. (ii) Purchaser shall have delivered to the Company the Second Closing Purchase Price (less any amounts withheld pursuant to Section 4.11) by wire transfer of immediately available funds pursuant to the Purchasers' Representations and Warranties. wire instructions provided by the Company. (iii) The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date when made and as of the Second Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) , which shall be true and correct as of the Second Closing Date; (ii) Performance by the Purchasers. Each such specific date), and Purchaser shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsDate. (biv) Conditions Precedent Purchaser shall have executed and delivered to the Obligation Company a term sheet setting forth the terms and conditions of the Purchasers to Purchase Senior Secured Credit Facility (the Preferred Stock at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing “Credit Facility Term Sheet”) which is subject to the satisfaction or waiver (with prior written notice acceptable to the Company and each other Purchaser. (v) by such The Company shall have entered into a new employment agreement with M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Salaman Employment Agreement”) on terms acceptable to the Company, M▇. ▇▇▇▇▇▇▇ and Purchaser, on or before the Second Closing Date, of each of the following conditions:.

Second Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the Second Closing. The obligation of the Company hereunder to issue and sell the Series AA Preferred Stock hereunder to the Buyers at the Second Closing as set forth in Section 1(a)(ii) is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Companysatisfaction, at or before the Second Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyers with prior written notice thereof: (i) Accuracy Each Buyer shall have executed each of the Purchasers' Representations Transaction Documents to which it is a party and Warranties. delivered the same to the Company. (ii) Each Buyer shall have delivered to the Company the Purchase Price to be paid by such Buyer pursuant to the terms of Section 1(a)(ii) for the Second Closing Shares being purchased by such Buyer at the Second Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of each Purchaser set forth in this Agreement the Buyers shall be true and correct in all material respects as of the date when hereof and as of the Second Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) ), and as of the Second Closing Date; (ii) Performance by the Purchasers. Each Purchaser Buyers shall have performed, satisfied and complied in all material respects with all the covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser the Buyers at or prior to the Second Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction DocumentsDate. (biv) Conditions Precedent The Company shall have obtained approval by its stockholders and all governmental, regulatory or third party consents and approvals (including with respect to the Obligation Rights Offering), necessary to be obtained, in order to avoid triggering any default under any material agreement to which the Company or any Subsidiary is a party, for the sale of Series AA Preferred in the Purchasers to Purchase the Preferred Stock Rights Offering and at the Second Closing. The obligation of each Purchaser hereunder to acquire and pay for the Preferred Stock at the Second Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on or before the Second Closing Date, of including from each of the following conditions:Consenting or Waiving Parties. (v) The Rights Offering shall have been consummated in accordance with applicable law and the provisions hereof.