Description of Shares Contract Clauses (96)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains Description of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares of the Company's Class A common stock, $0.0001 par value per share ("Common Stock"), having an aggregate gross sales price of up to $100,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the ...Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to solicit purchases of, and to sell, as sales agent for the Company, the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. View More
Found in Live Oak Acquisition Corp contract
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Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares of the Company's Class A common stock, $0.0001 par value per share ("Common ("Class A Common Stock" and, together with the shares of the Company's Class B common stock, $0.0001 par value per share, the "Common Stock"), having an aggregate gross sales price to the public of up to $100,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Sec...tion 3 of this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to solicit purchases of, and to sell, as sales agent for the Company, of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. View More
Found in ROKU, INC contract
Description of Shares. The Company proposes to issue and sell through or to the Manager, Agents, as sales agent and/or principal, agents, shares of the Company's Class A common stock, $0.0001 $0.001 par value per share ("Common (the "Common Stock"), having an aggregate gross sales price of up to $100,000,000 $125,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Manager, Agents, the Compa...ny hereby appoints the Manager Agents as exclusive agent agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement Agreement, and the Manager each Agent agrees to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulation to solicit purchases of, and to sell, as sales agent for the Company, of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 23 hereof. View More
Found in TPG RE Finance Trust, Inc. contract
Description of Shares. The Company proposes to issue and sell through or to the Manager, Managers, as sales agent agents and/or principal, principals, shares of the Company's Class A common stock, $0.0001 $0.001 par value per share ("Common Stock"), having an aggregate gross sales price of up to $100,000,000 $50,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Manager, Managers, the Comp...any hereby appoints the Manager Managers as exclusive agent agents of the Company for the purpose of soliciting purchases of selling the Shares from the Company pursuant to this Agreement and the Manager agrees Managers agree to use its commercially their reasonable efforts to solicit purchases of, and to sell, as sales agent for the Company, sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to the Manager Managers as principal, principals, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. View More
Found in Millendo Therapeutics, Inc. contract
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Description of Shares. The Company proposes to issue and sell through or to the Agents (or for the Forward Sellers to offer and sell), in the manner contemplated by this Agreement, shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate gross sales price of up to $1,000,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Agents have been appointed by the Company as its agents to sel...l the Issuance Shares and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Issuance Shares offered by the Company pursuant to any Placement Notice (as defined in Section 3(a)) upon the terms and subject to the conditions contained herein and therein. Each Forward Seller shall be acting as sales agent for the applicable Forward Purchaser and agrees with the Company and such Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares upon the terms and subject to the conditions contained herein. The Company agrees that whenever it determines to sell the Shares directly to any Agent as principal (each such transaction, a "Principal Transaction"), it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3(m) of this Agreement. Certain terms used herein are defined in Section 23 hereof. For the avoidance of doubt, Shares will not include the Forward Settlement Shares (as defined below). View More
Found in MPT Operating Partnership, L.P. contract
Description of Shares. The Company proposes to issue and sell through or to the Agents (or for the Forward Sellers to offer and sell), sell, in the manner contemplated by this Agreement, shares of the Company's common stock, Class A Common Stock, par value $0.001 $0.01 per share (the "Common ("Common Stock"), having an aggregate gross sales price of up to $1,000,000,000 $500,000,000 (the "Shares"), "Shares") (including shares sold pursuant to any Separate Distribution Agreements), from time to time during the term of ...this Agreement and on the terms set forth in Section 3 of this Agreement. The Agents have Agent has been appointed by the Company as its agents agent to sell the Issuance Shares and agree agrees to use commercially reasonable efforts consistent with their its normal trading and sales practices to sell the Issuance Shares offered by the Company pursuant to any effective Placement Notice (as defined in Section 3(a)) upon the terms and subject to the conditions contained herein and therein. Each The Forward Seller shall be acting as sales agent for the applicable Forward Purchaser and agrees with the Company and such the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares upon the terms and subject to the conditions contained herein. The Company agrees that whenever it determines to sell the Shares directly to any the Agent as principal (each such transaction, a "Principal Transaction"), it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3(m) of this Agreement. Certain terms used herein are defined in Section 23 19 hereof. For the avoidance of doubt, Shares will not include the Forward Settlement Shares (as defined below). View More
Found in Apartment Income REIT Corp. contract
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Description of Shares. Representations and Warranties 2 3. Sale and Delivery of Shares 11 4. Agreements 14 5. Payment of Expenses 20 6. Conditions to the Obligations of the Manager 20 7. Indemnification and Contribution 22 8. Termination 24 9. Recognition of the U.S. Special Resolution Regimes 25 10. Representations and Indemnities to Survive 25 11. Notices 25 12. Successors 26 13. No Fiduciary Duty 26 14. Integration 26 15. Applicable Law 26 16. Waiver of Jury Trial 26 17. Counterparts 26 18. Headings 26 19. Definiti...ons 26 Schedules and Annex Schedule I Schedule II Schedule III Schedule IV Annex I i EQUITY DISTRIBUTION AGREEMENT Triumph Group, Inc., a corporation organized under the laws of Delaware (the "Company"), confirms its agreement (this "Agreement") with Citigroup Global Markets Inc. (the "Manager") as set forth below. The Company filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-251429) relating to securities, including the Shares (as defined herein) (the "Shelf Securities"), to be issued from time to time by the Company. The registration statement (including the respective exhibits thereto and the respective documents filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act"), that are incorporated by reference therein), as amended to and including the date of this Agreement, including the information (if any) deemed to be part of the registration statement pursuant to Rule 430B under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act") as of the time of the first contract of sale for the Shares, and any registration statement filed to register the offer and sale of the Shares pursuant to Rule 462(b) of the rules and regulations adopted by the Commission, and including any new registration statement, post-effective amendment to such registration statement or new shelf registration statement as may have been filed pursuant to Section 4(c) of this Agreement, is hereinafter referred to as the "Registration Statement", and the related prospectus covering the Shelf Securities dated December 17, 2020 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter referred to as the "Base Prospectus". "Prospectus Supplement" means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form furnished by the Company to the Manager in connection with the offering of the Shares. Except where the context otherwise requires, "Prospectus" means the Base Prospectus, as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement, if any. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act. As used herein, the terms "Registration Statement", "Base Prospectus," "Prospectus Supplement," "Interim Prospectus Supplement" and "Prospectus" shall include the documents, if any, incorporated by reference therein. The terms "supplement", "amendment" and "amend", as used herein with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement, the Prospectus or any free writing prospectus, shall include all documents subsequently filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference therein. View More
Found in Triumph Group, Inc. contract
Description of Shares. Representations The Company proposes to issue and Warranties 2 3. Sale and Delivery of Shares 11 4. Agreements 14 5. Payment of Expenses 20 6. Conditions sell through or to the Obligations Managers, each acting as agent or principal, shares of its Class A Common Stock, par value $0.01 per share ("Common Stock"), having an aggregate gross sales price of up to $300,000,000 (the "Shares") from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. ...The Company agrees that whenever it determines to sell Shares directly to any Manager as principal it will enter into a separate written agreement, in form and substance satisfactory to the Company and such Manager, containing the terms and conditions of such sale with such Manager (a "Terms Agreement"). The Company has filed, in accordance with the provisions of the Manager 20 7. Indemnification Securities Act of 1933, as amended (the "Securities Act"), and Contribution 22 8. Termination 24 9. Recognition of the U.S. Special Resolution Regimes 25 10. Representations rules and Indemnities to Survive 25 11. Notices 25 12. Successors 26 13. No Fiduciary Duty 26 14. Integration 26 15. Applicable Law 26 16. Waiver of Jury Trial 26 17. Counterparts 26 18. Headings 26 19. Definitions 26 Schedules regulations thereunder (the "Rules and Annex Schedule I Schedule II Schedule III Schedule IV Annex I i EQUITY DISTRIBUTION AGREEMENT Triumph Group, Inc., a corporation organized under the laws of Delaware (the "Company"), confirms its agreement (this "Agreement") with Citigroup Global Markets Inc. (the "Manager") as set forth below. The Company filed Regulations"), with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-251429) 333-210044), including a base prospectus, relating to securities, including the Shares (as defined herein) (the "Shelf Securities"), to be issued from time to time by the Company. The registration statement (including the respective exhibits thereto Company, and the respective which incorporates by reference documents filed by that the Company has filed or will file with the Commission pursuant to in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act"), that are Act"). The Company has prepared a prospectus supplement specifically relating to the Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. The Company will furnish to the Managers, for use by the Managers, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. The "Registration Statement," as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein), as amended to and including the date of this Agreement, including the information (if any) deemed to be part of the registration statement therein at such time pursuant to Rule 430B Item 12 of Form S-3 under the Securities Act of 1933, as amended, and the rules documents and regulations information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided, however, that the Commission thereunder (collectively, the "Securities Act") "Registration Statement" without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, and any registration statement filed to register which time shall be considered the offer and sale "new effective date" of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Any reference to the term "Registration Statement" shall be deemed to include any Rule 462(b) of the rules and regulations adopted Registration Statement. The base prospectus, including all documents incorporated therein by the Commission, and including any new registration statement, post-effective amendment to such registration statement or new shelf registration statement as may have been filed pursuant to Section 4(c) of this Agreement, is hereinafter referred to as the "Registration Statement", and the related prospectus covering the Shelf Securities dated December 17, 2020 filed as part of reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which it has such prospectus or Prospectus Supplement have most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter referred to as the "Base Prospectus". "Prospectus Supplement" means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in Act is herein called the form furnished by the Company "Prospectus." Any reference herein to the Manager in connection Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the offering of the Shares. Except where the context otherwise requires, "Prospectus" means the Base Prospectus, as supplemented Commission deemed to be incorporated by the Prospectus Supplement and the most recent Interim Prospectus Supplement, if any. reference therein. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act. As used herein, the terms "Registration Statement", "Base Prospectus," "Prospectus Supplement," "Interim Prospectus Supplement" and "Prospectus" shall include the documents, if any, incorporated by reference therein. The terms "supplement", "amendment" and "amend", as used herein with respect all references to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement, the Prospectus or to any free writing prospectus, amendment or supplement thereto shall be deemed to include all documents subsequently any copy filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference therein. EDGAR. View More
Found in SemGroup Corp contract
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Description of Shares. The Partnership proposes to issue and sell through or to the Managers, as sales agents and/or principals, Class A shares representing limited partner interests in the Partnership (the "Class A shares") having an aggregate gross sales price of up to $125,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. The Partnership hereby appoints the Managers as the exclusive agents of the Partnership for the purpose of soli...citing purchases of the Shares from the Partnership pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Partnership agrees that whenever it determines to sell Shares directly to a Manager as principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof. View More
Found in 8point3 Energy Partners LP contract
Description of Shares. The Partnership proposes to issue and sell through or to the Managers, as sales agents and/or principals, Class A shares representing limited partner interests in the Partnership (the "Class ("Class A shares") Shares"), having an aggregate gross sales price of up to $125,000,000 $500,000,000 (the "Shares"), from time to time during the term of this Agreement and on the terms set forth in Section 3 hereof. For the avoidance of doubt, the term Shares as used in this Agreement refers only to the Cl...ass A Shares to be sold pursuant to this Agreement. The Shares are further described in the Prospectus referred to herein. For purposes of selling the Shares through the Managers, the Partnership hereby appoints the Managers as the exclusive agents of the Partnership for the purpose of soliciting purchases of the Shares from the Partnership pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Partnership agrees that whenever it determines to sell Shares directly to a any Manager as principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. hereof. Certain terms used herein are defined in Section 18 20 hereof. View More
Found in PLAINS GP HOLDINGS LP contract
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Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares (the "Shares") of its common stock, $0.01 par value per share ("Common Shares"), having an aggregate gross sales price of up to $200,000,000 (the "Maximum Amount"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as agent of the Compan...y for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. Certain terms used herein are defined in Section 18 hereof. The Company has also entered into separate equity distribution agreements (as amended from time to time, the "Alternative Equity Distribution Agreements"), dated as of August 1, 2016, with each of JMP Securities LLC, Mizuho Securities USA Inc., Credit Agricole Securities (USA) Inc. and Cantor Fitzgerald & Co. (collectively, the "Alternative Managers"). The aggregate gross sales price of the Shares that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. View More
Found in LTC Properties, Inc. contract
Description of Shares. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares (the "Shares") of its common stock, $0.01 par value per share ("Common Shares"), having an aggregate gross sales price of up to $200,000,000 (the "Maximum Amount"), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Manager, the Company hereby appoints the Manager as agent of the Compan...y for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Manager agrees to use its commercially reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. Certain terms used herein are defined in Section 18 19 hereof. The Company has also entered into separate equity distribution agreements (as amended from time to time, the "Alternative Equity Distribution Agreements"), dated as of August March 1, 2016, 2019, with each of JMP Securities LLC, Mizuho Securities USA Inc., Credit Agricole Securities (USA) Inc. and Cantor Fitzgerald & Co. KeyBanc Capital Markets Inc. (collectively, the "Alternative Managers"). The aggregate gross sales price of the Shares that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. View More
Found in LTC Properties, Inc. contract
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