Amendment to the Agreement Clause Example with 13 Variations from Business Contracts

This page contains Amendment to the Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Amendment to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital I...nc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment. SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party's respective businesses and/or assets. View More
Found in Global Net Lease, Inc. contract

Variations of a "Amendment to the Agreement" Clause from Business Contracts

Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions definition of the terms "Agent" and "Agents" are term "Maximum Amount" is hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg... Thalmann & Co. Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an "an aggregate gross sales offering price of up to $609,852,965 $200,000,000 (the "Shares")." c.Clause (i) "Maximum Amount")." b.The second sentence of Section 9(c) of the Agreement 3(q) is hereby amended such that (a) the word "or" that precedes clause (v) is deleted and restated replaced with a comma, and (b) the following new clause (vi) is inserted at the end thereof: "or (vi) offer, issue and sell shares of 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the "Series C Preferred Stock"), to read as follows: "(i) the date that Shares having an aggregate gross public, through sales price of $609,852,965 have been sold agents, pursuant to this Agreement." d.Section 10 of the Agreement is hereby amended to include Company's "at the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." market" equity offering program for Series C Preferred Stock." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 4. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 5. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 6. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 7. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 8. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions definition of the terms "Agent" and "Agents" are term "Maximum Amount" is hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg... Thalmann & Co. Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an "an aggregate gross sales offering price of up to $609,852,965 $450,000,000 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." "Maximum Amount")." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 4. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 5. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 6. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 7. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 8. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions definition of the terms "Agent" and "Agents" are term "Maximum Amount" is hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg... Thalmann & Co. Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an "an aggregate gross sales offering price of up to $609,852,965 $100,000,000 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." "Maximum Amount")." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 4. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 5. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 6. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 7. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 8. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO "BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, B. Riley FBR, Inc., Stifel, Nicolaus & Company, Incorporated, Citizens Capital Markets, ...Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and Barclays Capital Inc. D.A. Davidson & Co. (each an "Agent" and collectively, the "Agents")." b.The definition first sentence of the term "Shares" Section 6(a) is hereby amended and restated in its entirety to read as follows: "shares of "The Company may terminate this Agreement, in its entirety or as to any particular Agent, in its sole discretion at any time upon giving prior written notice to the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 Agents." c.Section 7(a) of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, immediately subsequent to: "if to the Agents, shall be sufficient in all respects if delivered or sent to (i)": "D.A. Davidson & Co., 8 Third Street North, Great Falls, MT 59401, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, Equity Syndicate, (406) 791-7319." d.The second sentence of Section 7(l) of the Agreement is hereby amended and restated in the case its entirety to read as follows: "Except for any termination of any notice particular Agent by the Company pursuant to Section 7(c), 6(a), neither this Agreement nor any Terms Agreement may be amended or otherwise modified or any provision hereof waived except by an instrument in writing signed by the Agents, the Operating Partnership and the Company." SECTION 2. Obligations Binding upon D.A. Davidson & Co. D.A. Davidson & Co. hereby agrees to be bound by the terms of the Agreement. D.A. Davidson & Co. shall be considered to be an Agent in the offering of the Shares under the Agreement to the Director of Litigation, Office same extent as if it were a party to the Agreement on the date of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." execution thereof. SECTION 2. 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 9. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO "BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, B. Riley FBR, Inc., Stifel, Nicolaus & Company, Incorporated, Citizens Capital Markets, ...Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., SunTrust Robinson Humphrey, Inc. and Barclays Capital Inc. SG Americas Securities, LLC (each an "Agent" and collectively, the "Agents")." b.The definition first sentence of the term "Shares" Section 6(a) is hereby amended and restated in its entirety to read as follows: "shares of "The Company may terminate this Agreement, in its entirety or as to any particular Agent, in its sole discretion at any time upon giving prior written notice to the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 Agents." c.Section 7(a) of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh immediately subsequent to: "if to the Agents, shall be sufficient in all respects if delivered or sent to (i)": "SG Americas Securities, LLC, 245 Park Avenue, New York, New York 10019, NY 10167, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, Tim Oeljeschlaeger, (212) 278-5187, Raymond Ko, (212) 278-7415." d.The second sentence of Section 7(l) of the Agreement is hereby amended and restated in the case its entirety to read as follows: "Except for any termination of any notice particular Agent by the Company pursuant to Section 7(c), 6(a), neither this Agreement nor any Terms Agreement may be amended or otherwise modified or any provision hereof waived except by an instrument in writing signed by the Agents, the Operating Partnership and the Company." SECTION 2. Obligations Binding upon SG Americas Securities, LLC. SG Americas Securities, LLC hereby agrees to be bound by the terms of the Agreement. SG Americas Securities, LLC shall be considered to be an Agent in the offering of the Shares under the Agreement to the Director of Litigation, Office same extent as if it were a party to the Agreement on the date of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." execution thereof. SECTION 2. 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 9. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO "BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated, Citizens Capital Ma...rkets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Truist Securities, Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 b.Section 7(a) of the Agreement is hereby amended to include delete the following subsection (l): "and (l) Barclays Capital "D.A. Davidson & Co., 8 Third Street North, Great Falls, MT 59401, Attention: Equity Syndicate, (406) 791-7319" and replace it with "Barclays Capital, Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: Registration, Fax No. (646) 834-8133), with a copy, 834-8133"; SECTION 2. Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement. Barclays Capital Inc. shall be considered to be an Agent in the case offering of any notice pursuant to Section 7(c), the Shares under the Agreement to the Director of Litigation, Office same extent as if it were a party to the Agreement on the date of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." execution thereof.t. SECTION 2. 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 9. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, "BMO Capital Markets Corp., B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalman...n & Co. Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section b.Section 10 of the Agreement is hereby amended to include delete the following subsection (l): "and (l) Barclays Capital "D.A. Davidson & Co., 8 Third Street North, Great Falls, Montana 59401;" and replace it with "Barclays Capital, Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: Registration, Fax No. (646) 834-8133), with a copy, 834-8133 ;" SECTION 2. Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement. Barclays Capital Inc. shall be considered to be an Agent in the case offering of any notice pursuant to Section 7(c), the Shares under the Agreement to the Director of Litigation, Office same extent as if it were a party to the Agreement on the date of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." execution thereof. SECTION 2. 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 9. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in Global Net Lease, Inc. contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, agree, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO "BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated, Citizens Capital Ma...rkets, Inc., KeyBanc Capital Markets Inc., Ladenburg Thalmann & Co. Inc., Truist Securities, Inc. and Barclays Capital Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 b.Section 7(a) of the Agreement is hereby amended to include delete the following subsection (l): "and (l) Barclays Capital "D.A. Davidson & Co., 757 Third Avenue, suite 1902, New York, New York 10179;" and replace it with "Barclays Capital, Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: Registration, Fax No. (646) 834-8133), with a copy, 834-8133;" SECTION 2. Obligations Binding upon Barclays Capital Inc. Barclays Capital Inc. hereby agrees to be bound by the terms of the Agreement. Barclays Capital Inc. shall be considered to be an Agent in the case offering of any notice pursuant to Section 7(c), the Shares under the Agreement to the Director of Litigation, Office same extent as if it were a party to the Agreement on the date of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." execution thereof. SECTION 2. 3. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This 4. Governing Law. THIS AMENDMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment may be signed brought by the Parties in one or more counterparts which together shall constitute one and other party hereto to the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute jurisdiction of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York State located in the City Borough of Manhattan and County of New York or in the United States U.S. District Court for the Southern District of New York, which courts York. SECTION 5. Counterparts. This Amendment may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6. Survival of Provisions Upon Invalidity of Any Single Provision. In case any provision in this Amendment shall have jurisdiction over be invalid, illegal or unenforceable, the adjudication validity, legality and enforceability of such matters, and the Company and remaining provisions shall not in any way be affected or impaired thereby. SECTION 7. Waiver of Jury Trial. Each of the Company, the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership Agents hereby consent irrevocably waives any right it may have to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to a trial by jury in respect of any action, proceeding or counterclaim (whether claim based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter or the transactions contemplated hereby or thereby. SECTION 8. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of and reference only and are not a part of to be considered in construing this Amendment. SECTION 7. 9. Successors and Assigns. This Amendment shall be binding upon each Party hereto Agent and the Company and the Operating Partnership and their successors and assigns and any successor or assign of any substantial portion of the Party's Company's and the Operating Partnership's and each Agent's respective businesses and/or business or assets. View More
Found in American Finance Trust, Inc contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, JMP Securities LLC, Ladenburg Thalmann & Co. Inc., B...arclays Capital Inc., Huntington Securities, Inc., SG Americas Securities, LLC, Credit Suisse Securities (USA) LLC, Comerica Securities, Inc. and Barclays Capital Synovus Securities, Inc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section b.Section 10 of the Agreement is hereby amended to delete the following "(h) Jefferies LLC, 520 Madison Avenue, New York, NY 10022 Attn: General Counsel;" and replace it with "(h) Huntington Securities, Inc., 41 South High Street, Columbus, Ohio 43287, Facsimile: (877) 807-4721, Attention: Equity Capital Markets," and is also hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh subsections (k), (l), (m) and (n): "(k) SG Americas Securities, LLC, 245 Park Avenue, New York, New York 10019, 10167, Telephone: (212) 278-7415, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Strategic Transactions Group, Americas, Email: list.amer-mark-eqd-sls-stg@socgen.com; (l) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10019." 10010-3629, Facsimile: (212) 325-4296, Attention: IBCM Legal, (m) Comerica Securities, Inc., 3551 Hamlin Rd., 4th Floor, Auburn Hills, Michigan 48326, Telephone: (248) 371-6975, Attention: Alex Sin and (n) Synovus Securities, Inc., 800 Shades Creek Parkway, Suite 350, Birmingham, Alabama 35209, Facsimile: (205) 868-6451, Attention: Capital Markets Group." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment. SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party's respective businesses and/or assets. View More
Found in Global Net Lease, Inc. contract
Amendment to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital I...nc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having "having an aggregate gross sales price of up to $609,852,965 $170,000,000 (the "Shares")." c.Clause "Shares"), which is in addition to the approximately $32,000,000 previously sold under the Company's expiring registration statement on Form S-3 (No. 333-234631)," b.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 $170,000,000 have been sold pursuant to this Agreement." d.Section 10 c.Section 4(cc) of the Agreement is hereby amended and restated as follows: "If, immediately prior to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), third anniversary of the initial effective date of the Company's shelf registration statement filed on Form S-3 (File No. 333-268150), relating to the Shares (the "Renewal Deadline"), any of the Shares remain unsold by the Agents, the Company shall prior to the Renewal Deadline (i) file, if it has not already done so (subject to subsections (a) and (b) of this Section 4), a new shelf registration statement relating to the Shares or a new shelf registration statement together with a copy, new prospectus supplement relating to the Shares, in either case in a form satisfactory to the Agents, (ii) use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline (if the Company is not then eligible to file an automatic shelf registration statement) and (iii) take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated herein and in the case of any notice pursuant to Section 7(c), expired registration statement relating to the Director of Litigation, Office of Shares. References herein to the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." Registration Statement relating to the Shares shall include any new shelf registration statement contemplated by this Section 4(cc) and references to the Prospectus Supplement relating to the Shares shall include any new prospectus supplement contemplated by this Section 4(cc)." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment. SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party's respective businesses and/or assets. View More
Found in Global Net Lease, Inc. contract