Contemporaneous Transactions Sample Clauses

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. 20 Section 2.25

Contemporaneous Transactions. Prior to or contemporaneously with the Closing: (i) The Stockholder Solicitation Period with respect to the issuance of Series A Preferred Stock hereunder shall have expired and the Restated Stockholders Agreement shall have been executed and delivered by the Company, Latin Guide, Inc., each Purchaser and each other stockholder of the 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 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 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 Certificate shall be in full force and effect as of such Closing and shall not have been amended or modified. (vi) The Inter-Company Services Agreement and Dial Access Agreement between the Company and IFX shall have been executed and be in full force and effect as of the Initial Closing and shall not have been amended or modified. (vii) The Company shall have adopted the Stock Option Plan. The Option Plan shall be in full force and effect as of the Initial Closing and shall not have been amended or modified. (viii) The Company and Jak Burzstyn shall have entered into the Employment Agreement Amendment and Waiver. The Employment Agreement Amendment and Waiver shall be in full force and effect as of the Initial Closing and shall not have been amended or modified.

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. Prior to or contemporaneously with the Closing: (i) Each of the Stockholders 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 issued to each Purchaser, and each of the Purchasers shall have acquired, the shares of Series D Preferred Stock to be 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 D Preferred Stock 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 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 D Certificate shall have been duly filed with the Secretary of State of the State of Delaware. The Series D Certificate shall be in full force and effect as of the Closing and shall not have been amended or modified. (v) [DELETED] (vi) [DELETED] (vii) The Company shall have obtained the approval of its stockholders in accordance with Applicable Law and Nasdaq rules and regulations necessary to consummate the transactions contemplated hereby. (viii) The composition of the Board shall be in compliance with the terms of the Stockholders Agreement. (ix) A Nasdaq listing application with respect to the Conversion Shares shall have been filed and become effective. (x) The requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any xxxxxxx xxxx-xxxpetition, antitrust or pre-merger notification rules and regulations, if applicable, shall have been complied with. (xi) 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. 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. On the date hereof, Xxxxxxx, RSVP, ----------------------------- Xxxxxx Xxxxxxx, an individual, and certain other parties have entered into a Closing Agreement (the "Closing Agreement"). Pursuant to the Closing Agreement, the following events are occurring on the date hereof: (a) the Company is being formed and this Agreement is being executed and delivered; (b) the Company is forming Dominion Asset Services L.L.C., a Delaware limited liability company (the "Services Company"), which will be a wholly-owned subsidiary of the Company; (c) the Company and RAP-Dominion LLC ("RAP") are forming Dominion Properties L.L.C., a Delaware limited liability company (the "Properties Company"); (d) the Services Company is forming the limited liability companies listed on SCHEDULE C annexed hereto, each of which will be a direct or ----------- indirect wholly owned subsidiary of the Services Company (collectively with all additional limited liability companies, corporations and/or partnerships that may be formed by the Services Company after the date hereof to own Investments, the "Services Subsidiaries"); (e) the Properties Company is forming the limited liability companies and limited partnerships listed on SCHEDULE D annexed hereto, each ---------- of which will be a direct or indirect wholly owned subsidiary of the Properties Company (collectively with all additional limited liability companies, corporations, partnerships and/or other entities that may be formed by the Properties Company after the date hereof to own Investments, the "Properties Subsidiaries"); (f) Xxxxxxx is causing the entities listed on SCHEDULE E annexed ---------- hereto (the "Contributors") to contribute the assets described on such SCHEDULE E (the "Contributed Assets") to the Company by conveying each such ---------- asset to the Company and/or to one of the Services Subsidiaries or the Properties Subsidiaries, as shown on such SCHEDULE E; ---------- (g) RAP is contributing the amount of $30,196,013 to the Properties Company, which amount shall be used by the Properties Company for the purposes described on SCHEDULE F annexed hereto; and ---------- (h) RSVP is contributing the amount of $8,597,455 to the Company, which amount shall be used by the Company for the purposes described on SCHEDULE F annexed hereto. ----------

Contemporaneous Transactions. Prior to or contemporaneously with the Closing, the Corporation shall have sold to each Investor, and each Investor shall have purchased, the Series A-1 Preferred Stock and Series B-1 Preferred Stock to be purchased by such Investor under this Agreement.