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. 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. 1.7(a) Buyer Recommendation.....................................
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. 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. Section 4.2 Buyer SEC Reports Section 4.4(a) Certificates Section 2.2(b) Closing Section 1.2 Closing Date Section 1.2 Code Preamble Company Preamble Company Balance Sheet Section 3.4(b) Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.13(a) Company Intellectual Property Rights Section 3.9(a) Company Leases Section 3.8(b) Company Material Adverse Effect Section 3.1 Company Material Contracts Section 3.10 Company Meeting Section 3.16 Company Permits Section 3.15 iv Company Preferred Stock Section 3.2(a) Company Products Section 3.20(b) Company SEC Reports Section 3.4(a) Company Stock Options Section 3.2(b) Company Stock Option Agreement Preamble Company Stock Plans Section 3.2(b) Company Systems Section 3.20(b) Company Voting Proposal Section 6.5(a) Company Warrants Section 3.2(b) Confidentiality Agreement Section 5.3 Constituent Corporations Section 1.3 DGCL Section 1.1 Effective Time Section 1.1 Employee Benefit Plans Section 3.13(a) Environmental Law Section 3.12(b) ERISA Affiliate Section 3.13(a) ERISA Section 3.13(a) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) Exchange Act Section 3.3(c) Exchange Ratio Section 2.1(c) Governmental Entity Section 3.3(c) Hazardous Substance Section 3.12(c) HSR Act Section 3.3(c) Indemnified Parties Section 6.13 Liens Section 3.22 Lock-up Agreement Preamble Merger Preamble Outside Date Section 8.1(b) Proxy Statement Section 3.16 Registration Statement Section 3.16 Rule 145 Section 6.10 SEC Section 3.3(c) Securities Act Section 3.4(a)
Buyer Preferred Stock. The shares of Buyer Preferred Stock to be --------------------- issued in connection with the Merger, when delivered hereunder, will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances. The shares of Buyer Common issuable upon conversion of the Buyer Preferred Stock have been duly and validly reserved and, upon issuance in accordance with the Certificate of Incorporation of the Buyer, such shares will be validly issued, fully paid and nonassessable.
Buyer Preferred Stock. Following the Closing, CDFG and the Shareholders shall use their best reasonable efforts to cause the terms of the Buyer Preferred Stock to be amended so as to delete the provisions of Sections 5(f)(i) and (ii) thereof.