Common use of Number and Price of Shares Subject to Warrant Clause in Contracts

Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ Capital, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the “Holder”) or its assignees are entitled to subscribe for and purchase from Evolution Development Group, Inc., a Florida Corporation (the “Company”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the “Warrant Shares”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the “Warrant Price.”

Appears in 1 contract

Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)

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Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ Capital, Dalmore Group. LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "Holder") or its assignees are entitled to subscribe for and purchase from Evolution Development GroupArmed Forces Brewing Company, Inc., a Florida Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s 's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock 22,500 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B C Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B C Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering$0.00. The purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."

Appears in 1 contract

Samples: Broker Dealer Agreement (Armed Forces Brewing Company, Inc.)

Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ Capital, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the “Holder”) or its assignees are entitled to subscribe for and purchase from Evolution Development Group, Inc., a Florida Corporation (the “Company”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the “Warrant Shares”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering$0.00. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the “Warrant Price.”

Appears in 1 contract

Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)

Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject (a) Subject to the terms and conditions herein set forth, iQ Capital, LLC and/or StartEngine Primary, LLC and/or CFI Securities SBC WARBURG INC. (the “Holder”"Purchaser") or its assignees are is entitled to subscribe for and purchase from Evolution Development GroupRiboGene, Inc., a Florida Corporation California corporation (the "Company”) its successors or assigns"), at any time after the date hereof and on or before (i) the close date three (3) years from the date of business on this Warrant, or (ii) the five year anniversary of the qualification date closing of the Company’s Regulation A 's sale of all or substantially all of its assets or the acquisition of the Company by another entity by means of merger or other transaction as a result of which shareholders of the Company immediately prior to such acquisition possess a minority of the voting power of the acquiring entity immediately following such acquisition, or (iii) the closing of the initial public offering by of the Company's Common Stock registered under the Securities Act of 1933, as amended, with a public offering price of at least $5.00 per share of Common Stock (as adjusted for stock splits, combinations and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11the like), 200,000 Class B Common Stock up to 51,100 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the “Warrant Shares”) upon surrender hereof at the principal office of the Company and, at the election of the Holder holder hereof, upon either (i1) payment of the purchase price at said office in cash cash, by check or by checkwire transfer, (ii2) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii3) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. (b) Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth forth) shall be 105% of the per share price of the Regulation A offering$2.00. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the “Warrant Price"WARRANT PRICE."

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Ribogene Inc / Ca/)

Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ Capital, Cultivate Capital Group. LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "Holder") or its assignees are entitled to subscribe for and purchase from Evolution Development GroupArmed Forces Brewing Company, Inc., a Florida Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s 's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock 12,000 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B C Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B C Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering$0.00. The purchase price of one share of Class B C Common Stock (or such securities as may be substituted for one share of Class B C Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price." The number of shares of Class C Common stock above has been determined by multiplying the amount raised in Armed Forces Brewing Company Inc.’s Regulation A offering times 3% pursuant to the Broker-Dealer Services Agreement dated on or about April 18, 2023, then dividing that number by $12.50, the offering price of the Class C Common shares in the Regulation A offering. For the avoidance of doubt, this Warrant may be exercised for $0.00 per share of Class C Common stock.

Appears in 1 contract

Samples: Broker Dealer Services Agreement (Armed Forces Brewing Company, Inc.)

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Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ CapitalDalmore Group, LLC and/or StartEngine Primary, LLC and/or CFI Securities (the “Holder”) or its assignees are entitled to subscribe for and purchase from Evolution Development Group, Inc., a Florida Corporation (the “Company”) its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the “Warrant Shares”) upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the “Warrant Price.”

Appears in 1 contract

Samples: Broker Dealer Services Agreement (Evolution Development Group, Inc.)

Number and Price of Shares Subject to Warrant. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the signatures of the parties to this Warrant below, subject to the terms and conditions set forth, iQ Capital, Dalmore Group. LLC and/or StartEngine Primary, LLC and/or CFI Securities (the "Holder") or its assignees are entitled to subscribe for and purchase from Evolution Development GroupGolden Seed, Inc., a Florida Delaware Corporation (the "Company") its successors or assigns, at any time after the date hereof and on or before the close of business on the five year anniversary of the qualification date of the Company’s 's Regulation A offering by the Securities and Exchange Commission (unless this Warrant is earlier terminated pursuant to Section 11), 200,000 Class B Common Stock 24,000 shares (which number of shares is subject to adjustment as described below) of fully paid and non-assessable Class B Common Stock of the Company (the "Warrant Shares") upon surrender hereof at the principal office of the Company and, at the election of the Holder hereof, upon either (i) payment of the purchase price at said office in cash or by check, (ii) the cancellation of any present or future indebtedness from the Company to the holder hereof in a dollar amount equal to the purchase price of the Class B Common Stock for which the consideration is being given, or (iii) tender of a notice as provided in the net issue exercise provisions of Section 6(b) hereof. Subject hereof subject to adjustment as hereinafter provided, the purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth shall be 105% of the per share price of the Regulation A offering$0.00. The purchase price of one share of Class B Common Stock (or such securities as may be substituted for one share of Class B Common Stock pursuant to the provisions hereinafter set forth) payable from time to time upon the exercise of this Warrant (whether such price be the price specified above or an adjusted price determined as hereinafter provided) is referred to herein as the "Warrant Price."

Appears in 1 contract

Samples: Broker Dealer Agreement (Golden Seed, Inc.)

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