Buyer Preferred Stock. Section 4.2
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, will be free of any liens or encumbrances, and will not be subject to any preemptive rights other than as provided in the Articles of Incorporation of the Buyer, as amended. The shares of Buyer Common issuable upon conversion of the Buyer Preferred Stock have been duly and validly reserved, and neither such shares nor the issuance thereof are subject to any preemptive rights (other than as provided in the Articles of Incorporation of the Buyer, as amended) and, upon issuance, such shares will be validly issued, fully paid and nonassessable.
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. 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.
Buyer Preferred Stock. Section 4.02(a) Buyer SEC Reports............................................................ Section 4.04(a) Buyer Stock Plans............................................................ Section 4.02(a) Buyer Voting Agreements .....................................................
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. 1.7(a) Buyer Recommendation..................................... 4.12
Buyer Preferred Stock. Certificates evidencing the shares of Buyer Preferred Stock issuable pursuant to the Merger;
