Purchaser Preferred Stock. At the Effective Time, every issued and outstanding share of Purchaser Preferred Stock (other than those described in Section 1.6(f) below), if any, shall be converted automatically into one Pubco Preferred Share, following which, all shares of Purchaser Preferred Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing shares of Purchaser Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or by Law. Each certificate previously evidencing shares of Purchaser Preferred Stock shall be exchanged for a certificate representing the same number of Pubco Preferred Shares upon the surrender of such certificate in accordance with Section 1.7. Each certificate formerly representing shares of Purchaser Preferred Stock (other those described in Section 1.6(f) below) shall thereafter represent only the right to receive the same number of Pubco Preferred Shares.
Purchaser Preferred Stock. Section 4.2
Purchaser Preferred Stock. At the Effective Time, each issued and outstanding share of Purchaser Preferred Stock (other than those described in Section 1.8(e) below), if any, shall be converted automatically into and thereafter represent the right to receive one share of Pubco Preferred Stock, following which, all shares of Purchaser Preferred Stock, if any, shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing shares of Purchaser Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as provided herein or by Law. Each certificate previously evidencing shares of Purchaser Preferred Stock (other than those described in Section 1.8(e) below), if any shall be exchanged for a certificate representing the same number of shares of Pubco Preferred Stock. To the extent required by Section 262 of the DGCL, each certificate formerly representing shares of Purchaser Preferred Stock, if any, owned by holders of Purchaser Preferred Stock who have validly elected to dissent from the Purchaser Merger pursuant to Section 262 of the DGCL shall thereafter represent only the right to receive fair value for their shares of Purchaser Preferred Stock in accordance with the applicable provisions of the DGCL.
Purchaser Preferred Stock. Each share of Purchaser Preferred Stock issued and outstanding immediately prior to the Effective Time (other than those described in Section 1.6(d) below), if any, shall be automatically converted into the right to receive one Pubco Preference Share, following which all such shares of Purchaser Preferred Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. Each certificate formerly representing shares of Purchaser Preferred Stock (other than those described in Section 1.6(d) below) shall thereafter represent only the right to receive the same number of Pubco Preference Shares. To the extent required by Section 262 of the Delaware Act, each certificate formerly representing shares of Purchaser Preferred Stock owned by holders of Purchaser Preferred Stock who have validly elected to dissent from the Merger pursuant to Section 262 of the Delaware Act shall thereafter only represent the right to receive fair value for their shares of Purchaser Preferred Stock in accordance with the applicable provisions of the Delaware Act.
Purchaser Preferred Stock. At the Effective Time, each issued and outstanding share of Purchaser Preferred Stock (other than those described in Section 1.9(e) below), if any, shall be converted automatically into and thereafter represent the right to receive one share of Pubco Preferred Stock, following which, all shares of Purchaser Preferred Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist. The holders of certificates previously evidencing shares of Purchaser Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as provided herein or by Law. Each certificate previously evidencing shares of Purchaser Preferred Stock (other than those described in Section 1.9(e) below) shall be exchanged for a certificate representing the same number of shares of Pubco Preferred Stock. TABLE OF CONTENTS
Purchaser Preferred Stock. Purchaser's Earn-Out Calculation Certificate..........................2.1
Purchaser Preferred Stock. Section 5.2 Reseller EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.3(c) Restricted Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.16(c) Review Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.10(b) S-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.8 SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 3.21(a) Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 3.18 Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchaser Preferred Stock. The Preferred Stock has been duly and validly authorized and when issued will be fully paid and non assessable.
Purchaser Preferred Stock. The Preferred Stock has been duly and validly authorized and when issued will be fully paid and nonassessable an free from any security interest, lien or other encumbrance.
Purchaser Preferred Stock. As defined in the introduction hereto. Purchaser Series A Preferred Stock Certificate of Designation. The Certificate of Designation, a form of which is attached hereto as Exhibit 3.02A, which sets forth the designation thereof and the powers, preferences, and relative participating, optional, voting or other special rights, and the qualifications, limitations, or restrictions of the Purchaser Series A Preferred Stock. Purchaser Series B Preferred Stock Certificate of Designation. The Certificate of Designation, a form of which is attached hereto as Exhibit 3.02B, which sets forth the designation thereof and the powers, preferences, and relative participating, optional, voting or other special rights, and the qualifications, limitations, or restrictions of the Purchaser Series B Preferred Stock.
