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Issuance and Sale of Shares Clause Example with 133 Variations from Business Contracts
This page contains Issuance and Sale of Shares 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.
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").
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Found in
Acer Therapeutics Inc. contract
Variations of a "Issuance and Sale of Shares" Clause from Business Contracts
Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent, shares (the "Placement Shares") of common stock of the Company, $0.0001 Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $50,000,000 on the Company issue or sell throu...gh 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in this Section 1 on the amount 4 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 "Shares"). 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 below). The Company may also in the future enter into a separate sales agreement (as amended from time to time, the "Alternative Sales Agreement") with another party as sales agent (the "Alternative Agent"). This Agreement and the Alternative Sales Agreement are sometimes hereinafter referred to as the "Sales Agreements." The Agent and the Alternative Agent are sometimes hereinafter referred to as the "Sales Agents." The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Alternative Sales Agreement shall not exceed $50,000,000. Prior to the date of this Agreement, the following transactions occurred: (a) On February 18, 2014, the Company and declared effective by entered into an Investment Advisory Agreement with the Securities and Exchange Commission Adviser (the "Commission"), although nothing in this Agreement shall be construed as requiring "Investment Advisory Agreement"). (b) On February 18, 2014, the Company entered into an Administration Agreement with the Administrator (the "Administration Agreement"). (c) On February 18, 2014, the Company entered into a License Agreement with TriplePoint Capital LLC (the "License Agreement"). (d) On February 18, 2014, the Adviser entered into a Staffing Agreement with TriplePoint Capital LLC (the "Staffing Agreement"). (f) On March 5, 2014, the Company filed the 1940 Act Notification with the Commission under the 1940 Act and the 1940 Act Regulations, pursuant to use which the Registration Statement Company elected to issue any Placement Shares. be regulated as a business development company (a "BDC"). The Investment Advisory Agreement, the Administration Agreement, the License Agreement, the Staffing Agreement and the revolving financing agreement, dated February 21, 2014, by and among TPVG Variable Funding Company LLC, as borrower, the Company, as collateral manager and as sole equityholder, Vervent Inc., as backup collateral manager, the lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as facility agent, Deutsche Bank Trust Company Americas, as paying agent, Computershare Trust Company, N.A., as custodian, and the other agents from time to time party thereto, as amended or otherwise modified from time to time, are hereinafter called, collectively, the "Fund Agreements." The Company has filed or will file, in accordance with filed, pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-254802), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 424 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 is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 424 a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent Prospectus Supplement have most recently been (and any supplements thereto) 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), 424 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's 6.375% Series E Cumulative Term Preferred Stock (liquidation preference $25 per share), par value $0.001 per share (the "Common "Series E Preferred Stock"), having an aggregate offering price liquid...ation preference of up to $50,000,000, provided, however, that in no event shall $50,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into a sales agreement in substantially similar form to this Agreement (the "Sales Agreement"), dated of even date herewith, with Virtu Americas LLC (the "Other Agent"). The aggregate liquidation preference of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreement shall be construed not exceed $50,000,000. The Company agrees that whenever it determines to sell Shares directly to the Agent as requiring principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the Company form of Annex I hereto, relating to use the Registration Statement to issue any Placement Shares. such sale in accordance with Section 4 of this Agreement. The Company has filed or will file, in accordance entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-232124), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Series E Preferred Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 497, a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent 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), 424 and/or Rule 497 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's 6.375% Series E Cumulative Term Preferred Stock (liquidation preference $25 per share), par value $0.001 per share (the "Common "Series E Preferred Stock"), having an aggregate offering price liquid...ation preference of up to $50,000,000, provided, however, that in no event shall $50,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into a sales agreement in substantially similar form to this Agreement (the "Sales Agreement"), dated of even date herewith, with Wedbush Securities Inc. (the "Other Agent"). The aggregate liquidation preference of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreement shall be construed not exceed $50,000,000. The Company agrees that whenever it determines to sell Shares directly to the Agent as requiring principal, it will enter into a separate agreement (each, a "Terms Agreement") in substantially the Company form of Annex I hereto, relating to use the Registration Statement to issue any Placement Shares. such sale in accordance with Section 4 of this Agreement. The Company has filed or will file, in accordance entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-232124), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Series E Preferred Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 497, a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent 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), 424 and/or Rule 497 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $35,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into one or more sales agreements in substantially similar form to this Agreement (the "Sales Agreements"), dated of even date herewith, with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co. Inc. (the "Other Agents"). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreements shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. not exceed $35,000,000. The Company has filed or will file, in accordance entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-232124), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 497, a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent 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), 497 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $35,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into one or more sales agreements in substantially similar form to this Agreement (the "Sales Agreements"), dated of even date herewith, with Wedbush Securities Inc. and Ladenburg Thalmann & Co. Inc. (the "Other Agents"). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreements shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. not exceed $35,000,000. The Company has filed or will file, in accordance entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-232124), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 497, a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent 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), 497 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $35,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into one or more sales agreements in substantially similar form to this Agreement (the "Sales Agreements"), dated of even date herewith, with Wedbush Securities Inc. and Cantor Fitzgerald & Co. (the "Other Agents"). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreements shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. not exceed $35,000,000. The Company has filed or will file, in accordance entered into an amended and restated investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-232124), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 497 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 430C is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 497, a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent 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), 497 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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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 will issue and sell through or directly to the Agent, Investors (i) 44,444 shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) 400,000 shares (the "Preferred Shares") of the Company's Series B Convertible Preferred Stock, par value $0.0001 p...er share, having an aggregate offering price the relative rights, preferences, limitations and powers set forth in the Certificate of up to $50,000,000, provided, however, that Designation in no event shall the Company issue or sell through Agent such number form attached hereto as Exhibit A (the "Certificate of Placement Shares that (a) exceeds the number Designation"), with a stated value of shares or dollar amount of $225.00 per Preferred Share and convertible into shares of Common Stock that may be sold pursuant (the "Conversion Shares") at a conversion price equal to $225.00, subject to adjustment as provided in the Registration Statement (as defined below), or (b) exceeds the number Certificate 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. Designation. The issuance and sale of Placement the Shares through or and the Preferred Shares to Agent the Investors will be effected pursuant to the Company's Registration Statement (as defined below) filed by below). The Shares will be sold at a cash purchase price of $225.00 per Share and the Company Preferred Shares will be sold at a cash purchase price of $225.00 per Preferred Share (such purchase prices, the "Purchase Price"). Any purchase and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing in sale of securities pursuant to this Agreement shall be construed as requiring occur at one Closing (as defined below). Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to use the Registration Statement to issue any Placement Shares. Investors, the Shares and the Preferred Shares in the respective amounts set forth opposite the Investors' names on the Schedule of Investors attached hereto in exchange for the portion of the aggregate Purchase Price set forth on the Schedule of Investors attached hereto. The Company has filed or will file, has, 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 an effective automatic shelf registration statement on Form S-3, S-3 (File No. 333-256666) on file with the Securities and Exchange Commission (the "SEC"), including a base prospectus prospectus, relating to certain securities, including the Common Stock, Shares and the Preferred 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 (the "Exchange Act"). 1934 Act. The Company has prepared a prospectus supplement specifically relating to the Placement Shares and the Preferred 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, 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 SEC 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 cover any Placement the Shares and the Preferred 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 has most recently been filed by the Company with the Commission SEC 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, 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 SEC 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 SEC pursuant to its the Electronic Data Gathering Analysis and Retrieval System, System ("EDGAR"). The Company's obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any report or statement shall be deemed satisfied if applicable, the Interactive Data Electronic Application system when used by same is filed with the Commission (collectively, "EDGAR"). SEC through EDGAR.
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent, shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $50,000,000 on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 below). The Company, the Company Adviser and declared effective by the Securities and Exchange Commission (the "Commission"), although nothing Administrator have also entered into a sales agreement in substantially similar form to this Agreement (the "Sales Agreement"), dated of even date herewith, with Oppenheimer & Co. Inc. (the "Other Agent"). The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Sales Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. not exceed $50,000,000. The Company has filed or will file, in accordance entered into an investment advisory and management agreement, dated as of June 22, 2005 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of June 22, 2005 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-259302), which registered the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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 schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated by reference therein, 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 424 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 is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration Statement at its most recent effective date, including all documents incorporated therein by reference, included reference therein, is hereinafter referred to as the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 424 a prospectus supplement (including all documents incorporated by reference therein, the Registration Statement, as it may be supplemented by "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent Prospectus Supplement have most recently been (and any supplements thereto) 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), 424 at each Applicable Time and each Settlement Date (as such term is herein called defined in Section 4(f) hereof) are hereinafter referred to collectively as the "Prospectus." Any reference herein 1 All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments 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 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, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR").
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Issuance and Sale of Shares. The Company agrees that, from time proposes 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, as sales agent shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, however, that in no event shall $60,000,000, on 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 (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of 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. Agreement. 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 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. below). The Company has filed or will file, in accordance entered into a third amended and restated investment advisory and management agreement, dated as of April 13, 2021 (the "Investment Advisory Agreement"), with the provisions Adviser. The Company has entered into an administration agreement, dated as of October 1, 2006 (the "Administration Agreement"), with the Securities Act of 1933, as amended, and Administrator. The Company has filed, pursuant to the rules and regulations thereunder (the "Securities Act"), 1933 Act, with the Commission a registration statement on Form S-3, including a base prospectus relating to N-2 (File No. 333-228720), which registers the offer and sale of certain securities, including the Common Stock, securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, Shares. The registration statement as amended, including the exhibits 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, schedules thereto, at its most recent effective date 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 424 and 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 is hereinafter referred to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called as the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, Statement at its most recent effective date is hereinafter referred to as it may be supplemented by the "Base Prospectus." The Company has prepared and will file with the Commission in accordance with Rule 424, a prospectus supplement (the "Prospectus Supplement") supplementing the Base Prospectus Supplement, in connection with offers and sales of the form in which such prospectus and/or Shares. The Base Prospectus and the most recent Prospectus Supplement have most recently been (and any supplements thereto) 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 424 are hereinafter referred to collectively as the "Prospectus." Any reference herein All references in this Agreement to the Registration Statement, the Prospectus or any amendment amendments or supplement thereto, supplements to either of the foregoing, 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 thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval System, System ("EDGAR"). All references in this Agreement to the Registration Statement, the Prospectus or if applicable, any amendments or supplements to either of the Interactive Data Electronic Application system when used foregoing, shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is incorporated by reference in or otherwise a part of or included in the Commission (collectively, "EDGAR"). Registration Statement or the Prospectus, as the case may be, as of any specified date.
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Found in
GLADSTONE CAPITAL CORP 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. 333-235449), 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 and Forward Purchasers, for use by the Agent, Agents and Forward Purchasers, copies of the base prospectus 5 included as part of such registration statement, as amended and 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.
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Sabra Health Care REIT contract
