Buyer Preferred Stock. Section 4.2
Buyer Preferred Stock. All of the shares of Buyer Preferred Stock to be issued pursuant to this Agreement have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and free of all liens, claims and Encumbrances (other than transfer restrictions imposed on such shares by federal and state securities laws) created by Buyer.
Buyer Preferred Stock. 4 1.10 Registration . . . . . . . . . . . . . . . . . . . . . . . . 5 1.11
Buyer Preferred Stock. (a) Buyer Preferred Stock shall be convertible into shares of Buyer Common Stock during the four (4) year period beginning on the Closing Date as specified in the Certificate of Designation attached hereto as Exhibit 1.9 (the "Certificate of Designation").
(b) The Buyer Common Stock received by the Shareholders upon conversion will be subject to applicable provisions of the 1933 Act and the rules and regulations thereunder, and will have the registration rights described in Section 1.10 below.
(c) If the Shareholders exercise their rights to convert, any such conversion must cover at least thirty-three percent (33%) of Buyer Preferred Stock held by such Shareholder.
Buyer Preferred Stock. Each share of Series A Preferred Stock, par value $.001 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of Series A Preferred Stock, par value $.001 per share of the Surviving Corporation (the "BUYER SERIES A PREFERRED STOCK").
Buyer Preferred Stock. 1.7(a) Buyer Recommendation.....................................
Buyer Preferred Stock. At the Closing, the MP equity holders shall be entitled to receive $2,500,000 of Series B Convertible Preferred Stock, valued based on the average Sale Price of Buyer's stock during the 10 business days prior to the Closing, but in no event less than $0.20 or more than $0.35 (the “Closing Stock Price”). For purposes of this Section 2.2 and Sections 2.3 and 2.4 below, the “Sale Price” on any date means the closing sale price per share of Common Stock (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such date as reported in the Over the Counter Bulletin Board (“OTCBB”) or such other principal United States securities exchange on which the Buyer's Common Stock is traded or, if the Common Stock is not listed on the OTCBB or a United States national or regional securities exchange, (i) as reported by the National Association of Securities Dealers Automated Quotation System or by the National Quotation Bureau Incorporated, or (ii) if such bid and ask prices are not reported by the National Association of Securities Dealers Automated Quotation System or by the National Quotation Bureau Incorporated, in a manner to be determined by the Buyer on the basis of such quotations as the Buyer's Board of Directors considers appropriate in its reasonable discretion, subject to the written agreement of MP. The Buyer shall have the right to require conversion of the Series B Convertible Preferred Stock at any time after three (3) months following the Closing, if the Sale Price of the Buyer's Common Stock exceeds $0.45 per share for ten consecutive trading days. The other terms of the Series B Convertible Preferred Stock shall be as set forth in the Certificate of Designation of Rights, Preferences, Limitations, Terms and Conditions of Series B Convertible Preferred Stock attached as Exhibit 2.2 to this Agreement.
Buyer Preferred Stock. Section 2.01(b) Buyer SEC Reports Section 4.04(a)
(a) Buyer Termination Fee Section 8.03(f) Buyer Voting Proposal Section 6.05(b) Certificates Section 2.02(b) Charter Proposal Section 6.05(b) Closing Section 1.02 Closing Date Section 1.02 Code Preamble Confidentiality Agreement Section 5.04 Confidential Information Section 5.04(b) Constituent Corporations Section 1.03 Dissenting Holder Section 2.01(g) Dissenting Shares Section 2.01(g) Exchange Ratios Section 2.01(c) Effective Time Section 1.01 Environmental Law Section 3.12(c) ERISA Section 3.13(a) ERISA Affiliate Section 3.13(a) Exchange Act Section 3.03(c) Exchange Agent Section 2.02(a) Financing Commitment Section 6.12 Exchange Fund Section 2.02(a) Governmental Entity Section 3.03(c) Hazardous Substance Section 3.12(c) HSR Act Section 3.03(c) Indemnified Parties Section 6.14(a) International Development Agreements Section 7.01(j) IRS Section 3.07(b) Joint Proxy Statement Section 3.16 Material Leases Section 3.08
Buyer Preferred Stock. By delivery to Seller upon Closing of an aggregate of 4,329,004 duly authorized, validly issued, fully paid and nonassessable shares of Buyer Preferred Stock, which shall be exchangeable on a one for one basis into shares of Wavetech Common Stock. Each share of Buyer Preferred Stock shall be exchangeable for one duly authorized, validly issued, fully paid and nonassessable share of Wavetech Common Stock as of the Closing. In the event Seller elects to exchange such shares of Buyer Preferred Stock for shares of Wavetech Common Stock as of the Closing, such shares of Wavetech Common Stock would represent approximately 58% of the issued and outstanding capital stock of Wavetech as of the Closing.
Buyer Preferred Stock. As of the Closing Date each share of the Buyer Preferred Stock shall be exchangeable for one share of Wavetech Common Stock. As of the Closing Date, Buyer, Wavetech and Seller shall have entered into a Share Exchange Agreement with respect to the Buyer Preferred Stock in the form of Exhibit "E". Buyer shall have paid the Purchase Price to Seller in the manner prescribed by Section 2.4.1 and the Share Exchange Agreement shall have been executed and delivered by the parties thereto confirming Seller's unqualified right to immediately exchange if, as and when determined by Seller, in its sole discretion, the Buyer Preferred Stock received by Seller in payment of the Purchase Price for an equal number of duly authorized, validly issued and fully paid and non-assessable Wavetech Common Shares.
