Issuance and Sale of Shares Contract Clauses (777)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Issuance and Sale of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Issuance and Sale of 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 the Agent, shares (the "Placement Shares") of common stock of the Company, $0.0001 par value per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number o...f shares or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to Agent will be effected pursuant to the Registration Statement (as defined 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 to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), with the Commission a registration statement on Form S-3, including a base prospectus relating to certain securities, including the 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 (the "Exchange Act"). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment 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 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 to cover any Placement Shares, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 then issued Issuer Free Writing Prospectus (defined below), 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 the documents incorporated or deemed to be 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 Commission deemed to be incorporated by reference therein (the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus 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
Found in Acer Therapeutics Inc. contract
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Issuance and Sale of 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 the Agent, acting as agent and/or principal, common shares (the "Placement Shares") "Shares") of common stock of the Company, $0.0001 beneficial interest, $0.01 par value per share (the "Common Stock"), share, of the Company ("Common Shares"), having an aggregate offering price of up to $50,000,000, provided, however, that ...in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company $200,000,000 (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 amount aggregate offering price of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became automatically effective by upon filing pursuant to the rules of the Securities and Exchange Commission (the "Commission"), although nothing in this Agreement shall be construed as requiring the Company to use issue the Registration Statement to issue any Placement Shares. The Company has filed or will file, filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the (collectively, the "Securities Act"), with the Commission a registration statement on Form S-3, S-3 (File No. 333-225647), including a combined base prospectus relating prospectus, for the registration of Common Shares, preferred shares of beneficial interest, and warrants in unallocated amounts. Registration Statement No. 333-225647 became automatically effective upon filing pursuant to certain securities, including Rule 462(e) under the Common Stock, to be issued from time to time by the Company, and which Securities Act. Such registration statement 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 (the (collectively, the "Exchange Act"). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. The Company will furnish has furnished to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment thereto, thereto became or becomes 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 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 to cover any Placement Shares, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 then issued Issuer Free Writing Prospectus (defined below), Act is herein called the "Prospectus." Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, thereto shall be deemed to refer to and include the documents incorporated or deemed to be 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 Commission deemed to be incorporated by reference therein (the "Incorporated Documents"). therein. For purposes of this Agreement, all references to the Registration Statement, the 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, System ("EDGAR"). The Company has also entered into separate equity distribution agreements (collectively, the Interactive Data Electronic Application system when used by "Alternative Equity Distribution Agreements"), dated of even date herewith, with [ ] and [ ] (each, an "Alternative Placement Agent", and together with the Commission (collectively, "EDGAR"). Agent, the "Placement Agents"). The aggregate 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 PennyMac Mortgage Investment Trust contract
Issuance and Sale of 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 the Agent, shares (the "Placement Shares") of common stock of the Company, $0.0001 par value per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number o...f shares or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (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 amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to Agent will be effected pursuant to the Registration Statement (as defined 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 to issue any Placement Shares. The Company has filed or will file, prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the (collectively, the "Securities Act"), with the Commission a registration statement on Form S-3, including S-3 (File No. 333-215574), which contains a base prospectus prospectus, relating to certain securities, including the Common Stock, 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 promulgated thereunder (the (collectively, the "Exchange Act"). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, Agents, for use by the Agent, Agents, copies of the base prospectus included as part of such registration statement, as amended, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in or incorporated by reference 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 or 430C under 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 to cover any Placement Shares, is herein called the "Registration Statement." Statement". The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 then issued Issuer Free Writing Prospectus (defined issuer free writing prospectus (as defined below), is herein called the "Prospectus." Any reference herein "Prospectus". As used herein, "issuer free writing prospectus" has the meaning set forth in Rule 433 under the Securities Act, and "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to (i) the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of Prospectus, or any 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, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include the most recent any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, or if applicable, System (or any successor system) ("EDGAR") and (ii) the Interactive Data Electronic Application system when used Prospectus shall be deemed to include the "electronic Prospectus" (as defined below) provided for use in connection with the offering of the Shares as contemplated by the Commission (collectively, "EDGAR"). Section 7(y) of this Agreement. View More
Found in Sabra Health Care REIT contract
Issuance and Sale of 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 the Agent, HCW, acting as agent and/or principal, shares (the "Placement Shares") of the Company's common stock of the Company, $0.0001 stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, Stock"); provided however, that in no event shall the Company issu...e or sell through Agent HCW such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of Common Stock that may be sold pursuant to registered on the effective Registration Statement (as defined below), below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of Common Stock of (a) or (b), the Company (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 amount aggregate offering price of Placement Shares Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that Agent HCW shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through or to Agent HCW will be effected pursuant to the Registration Statement (as defined 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 Company has filed or will file, filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the (collectively, the "Securities Act"), with the Commission a registration statement on Form S-3, including a base prospectus prospectus, relating to certain securities, including the 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 (the (collectively, the "Exchange Act"). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus "ATM Prospectus") that is included as part of such registration statement. The Following the date that such ATM Prospectus is filed, the Company will shall furnish to the Agent, HCW, for use by the Agent, HCW, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. ATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended, 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, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the "Registration Statement." The base prospectus, ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or ATM Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (defined below), "issuer free writing prospectus," as defined in Rule 433 of the Securities Act regulations ("Rule 433"), relating to the Placement Shares 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, thereto shall be deemed to refer to and include the documents incorporated or deemed to be 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 Commission deemed to be incorporated by reference therein (the "Incorporated Documents"). therein. For purposes of this Agreement, all references to the Registration Statement, the 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
Found in PROTEOSTASIS THERAPEUTICS, INC. contract
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Issuance and Sale of 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 will issue and sell through Canaccord, acting as sales agent, shares (the "Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock") having an aggregate offering price of up to $10,000,000. The Shares will be sold on the terms set forth herein at such times and in such amounts as the Company and Canaccord shall agree from time ...to time. The issuance and sale of the Shares through Canaccord will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission"). View More
Found in HISTOGENICS CORP contract
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Issuance and Sale of 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 will issue and sell through Canaccord, acting as sales agent, shares (the "Shares") of the Company's common stock, $0.01 $0.0001 par value per share (the "Common Stock") Shares"), of the Company (the "Shares") having an aggregate offering price of up to $10,000,000. $24,650,000. The Shares will be sold on the terms set forth herein at such times and in suc...h amounts as the Company and Canaccord shall agree from time to time. The issuance and sale of the Shares through Canaccord will be effected pursuant to the Registration Statement (as defined below) in Section 6(a)) filed by the Company and declared effective by the United States Securities and Exchange Commission (the "Commission"). View More
Found in Ampio Pharmaceuticals, Inc. contract
Issuance and Sale of 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 will issue and sell through Canaccord, acting as sales agent, shares (the "Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock") Shares"), of the Company (the "Shares") having an aggregate offering price of up to $10,000,000. $40,000,000. The Shares will be sold on the terms set forth herein at such times and in such amount...s as the Company and Canaccord shall agree from time to time. The issuance and sale of the Shares through Canaccord will be effected pursuant to the Registration Statement (as defined below) in Section 6(a)) filed by the Company and declared effective by the United States Securities and Exchange Commission (the "Commission"). View More
Found in PALATIN TECHNOLOGIES INC contract
Issuance and Sale of 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 will issue and sell through Canaccord, acting as sales agent, shares (the "Shares") of the Company's common stock, $0.01 $0.001 par value per share (the "Common Stock") Shares"), of the Company (the "Shares") having an aggregate offering price of up to $10,000,000. $30,000,000. The Shares will be sold on the terms set forth herein at such times and in such... amounts as the Company and Canaccord shall agree from time to time. The issuance and sale of the Placement Shares (as defined below) through Canaccord will be effected pursuant to the Registration Statement (as defined below) in Section 6(a)) filed by the Company and declared effective by the United States Securities and Exchange Commission (the "Commission"). View More
Found in T2 Biosystems, Inc. contract
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