Series E Preferred Sample Clauses

Series E Preferred. The shares of Series E Preferred, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, and when the shares of SOFTBANK Common Stock are delivered as consideration for the receipt of such shares of Series E Preferred in accordance with this Agreement, will be fully paid and non-assessable.

Series E Preferred. 8 1.69 Series F Preferred....................................................8 1.70 Shareholder's Letter..................................................8 1.71

Series E Preferred. The shares of Series E 6% Cumulative, Convertible Preferred Stock of The Fortress Group, Inc. held by ▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, husband and wife and L. ▇▇▇▇ ▇▇▇▇▇ are freely assignable. No consent or approval of any person is required to permit the assignment.

Series E Preferred. Stock will be converted automatically into Common Stock, at the then applicable conversion price, immediately upon the closing of a firm commitment underwritten public offering of shares of the Common Stock of the Company at a public offering price per share (prior to underwritings, commissions and offering expenses) equal to or exceeding $6.50 per share in an offering resulting in gross proceeds to the Company which exceed $12,500,000.

Series E Preferred. Each share of Series E Preferred shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series E Preferred, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $13.75 by the Series E Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Series E Conversion Price for purposes of calculating the number of shares of Common Stock deliverable upon conversion without the payment of any additional consideration by the holder of Series E Preferred (the “Series E Conversion Price”) shall initially be $13.75. Such initial Series E Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which Series E Preferred is convertible, as hereinafter provided. Immediately prior to any conversion of Series E Preferred described herein, whether or not at the election of the holder of such Series E Preferred, the Corporation shall pay, in cash, all dividends declared but unpaid to and including the date of such conversion.

Series E Preferred. Merger Consideration of (i) cash in the amount equal to the result of (x) the product of (I) the Series E Ratio times (II) the Remaining Cash, divided by (y) the number of shares of Series E Preferred issued and outstanding as of the Effective Time and (iii) Parent Shares in the number equal to the result of (x) (i) the product of (I) the Series E Ratio times (II) the Stock Value, (ii) divided by the Parent Share Valuation, divided by (y) the number of shares of Series E Preferred issued and outstanding as of the Effective Time.