Issuance and Sale of Placement Shares Contract Clauses (52)
Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Issuance and Sale of Placement Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through HCW, shares (the "Placement Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"); provided however, that in no event shall the Company issue or sell through HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock regi...stered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) or (c), the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that HCW shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through HCW will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder, also as amended (the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, including a base prospectus (the "Base Prospectus"), relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, also as amended (the "Exchange Act"). The Company will, if necessary, prepare a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the "Prospectus Supplement"). The Company will furnish to HCW, for use by HCW, copies of the Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the "Registration Statement." The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include any documents deemed incorporated by reference therein (pursuant to the Securities Act or the Exchange Act) (the "Incorporated Documents"), 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 Incorporated Document. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus, to the Incorporated Documents or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR").View More
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through HCW, the Agent, acting as agent and/or principal, shares (the "Placement Shares") of the Company's common stock, $0.001 $0.50 par value per share (the "Common Stock"); provided however, that in no event shall the Company issue or sell through HCW such number Stock"), having a maximum aggregate offering... price of Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 $300,000,000 (the lesser of (a), (b) or (c), the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on relating to the number issuance and sale of Placement Shares issued and sold under not in excess of the Maximum Amount pursuant to this Agreement shall be the sole responsibility of the Company Company, and that HCW the Agent shall have no obligation in connection with such compliance. compliance, provided that the Agent strictly follows the trading instructions provided by the Company pursuant to each Placement Notice. The issuance and sale of Placement Shares through HCW will the Agent shall be effected pursuant to the Registration Statement (as defined below), although nothing below). The Company agrees that whenever it determines to sell Placement Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a "Terms Agreement"), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 6(e) hereof. References herein to "this Agreement" or to matters contained "herein" or "hereunder," or words of similar import, mean this Agreement shall be construed as requiring the Company to use the Registration Statement to issue and any Placement Shares. applicable Terms Agreement. The Company has filed or shall file, with the Securities and Exchange Commission (the "Commission"), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder, also as amended (the promulgated thereunder (collectively, the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, S-3 (File No. 333-228269), including a base prospectus (the "Base Prospectus"), prospectus, relating to certain securities, including the Placement Shares Common Stock, to be issued offered from time to time by the Company, 1 Company (as amended or supplemented from time to time, the "Base Prospectus"), and which incorporates incorporating by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, also as amended (the promulgated thereunder (collectively, the "Exchange Act"). The Company will, if necessary, prepare has prepared a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the (as amended or supplemented from time to time, the "Prospectus Supplement"). Promptly after execution and delivery of this Agreement, the Company will file the Prospectus Supplement in accordance with the provisions of Rule 424(b) under the Securities Act ("Rule 424(b)"). The Company will furnish to HCW, the Agent, for use by HCW, the Agent, copies (which may be in electronic form) of the Base Prospectus included as part of such registration statement, Prospectus, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Supplement. Except where the context otherwise requires, such registration statement, as amended by any post-effective amendments thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act, is as well as any comparable successor registration statement filed by the Company for the sale of shares of the Placement Shares, collectively are herein called the "Registration Statement." The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, including the documents incorporated by reference therein, in the form in which such Base Prospectus and/or and such Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include any documents deemed incorporated by reference therein (pursuant to then issued "issuer free writing prospectus" as defined in Rule 433 under the Securities Act or the Exchange Act) (the "Incorporated Documents"), and any reference herein ("Rule 433") relating 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 Incorporated Document. Placement Shares is herein called an "Issuer Free Writing Prospectus." For purposes of this Agreement, all references to the Registration Statement, to the Prospectus, to the Incorporated Documents Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or System or, if applicable, the Interactive Data Electronic Application system when used by the Commission Applications (collectively, "EDGAR"). View More
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through HCW, Cowen, acting as agent and/or principal, shares (the "Placement Shares") of the Company's common stock, $0.001 par value $0.0001 per share (the "Common Stock"); provided however, that in no event shall the Company issue or sell through HCW such number Stock"), having an aggregate offering price of...Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 $75,000,000 (the lesser of (a), (b) or (c), the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that HCW Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through HCW Cowen will be effected pursuant to the Registration Statement (as defined below), below) filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any the Placement Shares. The Company has filed or shall file, filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder, also as amended (the thereunder (collectively, the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, S-3 (File No. 333-255129), including a base prospectus (the "Base Prospectus"), prospectus, relating to certain securities, including the Placement Shares Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, also as amended (the thereunder (collectively, the "Exchange Act"). The Company will, if necessary, prepare has prepared a prospectus supplement to the Base Prospectus included as part of such registration statement specifically relating to the Placement Shares (the "Prospectus Supplement"). Supplement") to the base prospectus included as part of such registration statement. The Company will furnish has furnished to HCW, Cowen, for use by HCW, Cowen, copies of the Base Prospectus prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to the Placement Shares, is herein called the "Registration Statement." The Base Prospectus, base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, Supplement or any additional prospectus supplement, in the form in which such Base Prospectus and/or prospectus, Prospectus Supplement and/or additional prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any "issuer free writing prospectus," as defined in Rule 433 under the Securities Act ("Rule 433"), relating to the Placement Shares that (i) is consented to by Cowen, hereinafter referred to as a "Permitted Free Writing Prospectus," (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g), is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include any the documents deemed incorporated by reference therein (pursuant to the Securities Act or the Exchange Act) (the "Incorporated Documents"), 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 Incorporated Document. document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, to the Prospectus, to the Incorporated Documents Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, System or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). any successor thereto ("EDGAR"). View More
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, and in its sole discretion, it may issue and sell through HCW, Cowen, acting as agent and/or principal, shares (the "Placement Shares") of the Company's common stock, $0.001 par value $0.0001 per share (the "Common Stock"); provided however, that in no event shall the Company issue or sell through HCW such number Stock") having an aggregate offering price of ...Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made, (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below), or (c) would cause the Company to exceed the share amount limitations set forth in General Instruction I.B.6 of Form S-3 $50,000,000 (the lesser of (a), (b) or (c), the "Maximum Amount"). "Placement Shares"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations limitation set forth in this Section 1 on the number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that HCW Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through HCW Cowen will be effected pursuant to the Registration Statement (as defined below), below) filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue any Placement Shares. The the Common Stock. As of the date of this Agreement, the Company has filed or shall file, filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder, also as amended (the thereunder (collectively, the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, S-3 (File No. 333-201317), including a base prospectus (the "Base Prospectus"), prospectus, relating to certain securities, including the Placement Shares Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, also as amended (the thereunder (collectively, the "Exchange Act"). The Company will, if necessary, prepare has prepared a prospectus supplement to the Base Prospectus base prospectus included as part of such registration statement specifically relating to the Placement Shares (the "Prospectus Supplement"). The Company will furnish has furnished to HCW, Cowen, for use by HCW, Cowen, copies of the Base Prospectus prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the "Registration Statement." The Base Prospectus, base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any "issuer free writing prospectus," as defined in Rule 433 of the Securities Act ("Rule 433"), relating to the Common Stock that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g), is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include any the documents deemed incorporated by reference therein (pursuant to the Securities Act or the Exchange Act) (the "Incorporated Documents"), 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 Incorporated Document. document with the Commission deemed to be incorporated by reference therein (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, to the Prospectus, to the Incorporated Documents Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent any copy filed with the Commission pursuant to its the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). System ("EDGAR"). View More
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to BRFBR, as sales agent or principal, Placement Shares; provided, however, that in no event shall the Company issue or sell through or to BRFBR Placement Shares that would result in the aggregate gross sales price of all Preferred Shares sold pursuant to this Agreement or any Terms Agreement exceeding the Maximum Amount; prov...ided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued Preferred Shares at any time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of the Placement Shares through or to BRFBR will be effected pursuant to the Registration Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares.View More
Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to BRFBR, B. Riley, as sales agent or principal, Placement Shares; provided, however, that in no event shall the Company issue or sell through or to BRFBR B. Riley Placement Shares that would result in the aggregate gross sales price of all Preferred Shares Common Stock sold pursuant to this Agreement or any Terms Agreement ex...ceeding the Maximum Amount; provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued Preferred Shares shares of Common Stock at any time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that BRFBR B. Riley shall have no obligation in connection with such compliance. The issuance and sale of the Placement Shares through or to BRFBR B. Riley will be effected pursuant to the Registration Statement, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. View More
