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").View More
Variations of a "Issuance and Sale of Shares" Clause from Business Contracts
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 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 5 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
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. 333-268285), 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 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, 5 "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
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 to or through or to the Agent, A.G.P./Alliance Global Partners, acting as agent and/or principal (the "Sales Agent"), shares (the "Placement Shares") of common stock 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 $5,000,000, subject to the limitations set forth 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 Section 3(b) hereof. The issuance and sale of shares of Common Stock that may be sold pursuant to or through 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 Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities Act (as defined below) by the U.S. 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. "Commission"). 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 Commission, not earlier than three years prior to the date hereof, a shelf registration statement on Form S-3, S-3 (File No. 333-236604), 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") offering of Common Stock pursuant to the base prospectus this Agreement included as part of such registration statement. The statement (the "ATM Prospectus"). As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus ATM Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Shares (as defined below). Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it 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 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 to cover any Placement Shares, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act)), each of which is included in the Registration Statement, as it or they may be supplemented by the Prospectus Supplement, any additional prospectus supplement, in the form in which such prospectus and/or ATM 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 "issuer free writing prospectus" ("Issuer Free Writing Prospectus (defined below), Prospectus"), as defined in Rule 433 of the Securities Act ("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 either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, Applications (collectively "EDGAR"). View More
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 Raymond James, acting as agent, up to the Agent, $50,000,000 aggregate gross proceeds of 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 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"). Stock"). 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 number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent Raymond James shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to Agent Raymond James 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 offer, sell or issue any Placement the Shares. The Company agrees that Raymond James shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise agreed in a separate written agreement containing the terms and conditions of such sale. 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. 333-260570), including 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 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, Raymond James, for use by the Agent, Raymond James, 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, statement when it became effective, 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 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." 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), issuer free writing prospectus (as defined below) that relates to the Shares, is herein called the "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. Any reference herein to financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. 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 of the foregoing, shall be deemed to include the most recent copy filed with the Commission pursuant to its the Commission's 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"). View More
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 CF&Co, acting as sales agent, up to the Agent, $300,000,000 of shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's Class A 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 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 "Class A 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. Stock"). The issuance and sale of Placement the Shares through or to Agent CF&Co 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"), below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue offer and sell any Placement of the 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 Securities and Exchange Commission (the "Commission") a registration statement on Form S-3, including a base prospectus relating S-3 (File No. 333-253987) with respect to certain securities, including an "at the Common Stock, to be issued from time to time by market offering" of the Company, and Shares, 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 furnished to CF&Co, for use by CF&Co, copies of 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, when it was declared effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and any post-effective amendment thereto, including all documents filed as part thereof and all documents or portions thereof incorporated by reference therein, and including any information contained in a the Prospectus (as defined below) subsequently below), collectively, are herein called the "Registration Statement," including all documents or portions thereof incorporated by reference therein, as it may be amended or supplemented from time to time, together with any "issuer free writing prospectus," as defined in Rule 433 under the Securities Act ("Rule 433"), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 424(b) under 433(d)(5)(i), in each case in the Securities Act form filed or deemed required to be a part of such registration statement filed with the Commission or, if not required to be filed, in the form retained in the Company's records 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 433(g), collectively, are herein called the "Prospectus." Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be portions thereof 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 with the Commission after the execution hereof of any document with the Commission or portion thereof deemed to be incorporated by reference therein (the (such documents or portions thereof incorporated or deemed to be incorporated by reference, collectively, are herein called the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, Statement or 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 Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR"). View More
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
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 BRS the Agent, shares (the "Placement Shares") of common stock of the Company, $0.0001 Company's 7.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share (the "Common Stock"), having an aggregate offering price of up "Shares" and such Shares sold pursuant to $50,000,000, this Agreement, the "Placement ...Shares"); provided, however, that in no event shall the Company issue or sell through Agent BRS 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 Shares registered on the effective Registration Statement (as defined below), below) pursuant to which the offering is being made or (b) exceeds the number aggregate amount of Shares authorized but unissued shares to be issued by the board of Common Stock directors of the Company (including any duly authorized committee thereof, the "Board") from time to time (the lesser of (a) or (b) 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 number of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent BRS shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to Agent BRS 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"), below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will file, prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, S-3 (File No. 333-255428), including 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 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 the registration statement. statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares (the "Prospectus Supplement"). The Company will furnish to the Agent, BRS, for use by the Agent, BRS, copies of the base prospectus included as part of such the registration statement, at the time it became effective, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Supplement. Except where the context otherwise requires, such registration statement, as amended at the time of its effectiveness for purposes of Section 11 of the Securities Act, as such section applies to BRS, 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) or Rule 462(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, at such effective time, is herein called the "Registration Statement." The base prospectus, including all documents incorporated therein by reference, reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such 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 "Issuer Free Writing Prospectus (defined below), Prospectus" (as defined below) relating to the Placement Shares 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 any document under the Exchange Act on or after the execution hereof most recent effective date of any document the Registration Statement 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
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 CF&Co, acting as sales agent, up to the Agent, 20,000,000 shares (the "Placement Shares") of common stock "Shares") of the Company, $0.0001 Company's Class A 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 the Compa...ny issue or sell through Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of shares of "Class A 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. Stock"). The issuance and sale of Placement the Shares through or to Agent CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which has become effective under the Securities Act (as defined below) 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 offer and sell any Placement of the 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 an "automatic shelf registration statement statement" on Form S-3, S-3 (Reg. No. 333- ) as defined in Rule 405 under the Securities Act ("Rule 405"), including a base prospectus relating prospectus, with respect to certain securities, offerings of shares of Class A Common Stock, including the Common Stock, to be issued from time to time by the Company, Shares, 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"). Such registration statement became effective upon filing with the Commission in accordance with Rule 462(e) under the Securities Act ("Rule 462(e)"). The Company has prepared prepared, and will file with the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"), a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement") to the base prospectus included as part of such registration statement. statement, relating to the offering of the Shares pursuant to this Agreement. The Company will furnish has furnished to the Agent, CF&Co, for use by the Agent, CF&Co, copies of the base prospectus one or more prospectuses included as part of such registration statement, as supplemented by the Prospectus Supplement, if any, relating to the Placement Shares. Supplement. Except where the context otherwise requires, such registration statement, when it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and any post-effective amendment thereto, including all documents filed as part thereof and all documents or portions thereof incorporated by reference therein, and including any information contained in a the 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 424(b), collectively, are herein called the "Registration Statement." The Statement," and the base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, including all documents or portions thereof incorporated by reference therein, as it may be amended or supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been from time to time, filed by the Company with the Commission pursuant to Rule 424(b) 424(b), together with any "issuer free writing prospectus," as defined in Rule 433 under the Securities Act, together Act ("Rule 433"), relating to the Shares that (i) is required to be filed with any then issued Issuer Free Writing Prospectus (defined below), 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), collectively, are herein called the "Prospectus." Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be portions thereof 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 with the Commission after the execution hereof of any document with the Commission or portion thereof deemed to be incorporated by reference therein (the (such documents or portions thereof incorporated or deemed to be incorporated by reference, collectively, are herein called the "Incorporated Documents"). For purposes of this Agreement, all references to the Registration Statement, Statement or 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 Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, "EDGAR"). ("EDGAR"). View More
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, Cowen, acting as agent and/or principal, shares (the "Placement Shares") of the Company's common stock of the Company, $0.0001 stock, par value $0.01 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 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"). $25,000,000. 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 number of Placement Shares shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company Company, and that Agent Cowen shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares Common Stock through or to Agent Cowen 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 Common Stock. 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 (SEC File No. 333-213356), 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 included as part of such registration statement. The Company will furnish has furnished to the Agent, Cowen, for use by the Agent, Cowen, 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 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 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), "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
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, Distribution Agents, shares (the "Placement Shares") of the Company's voting common stock of the Company, $0.0001 stock, par value $1.00 per share (the "Common Stock"), having an aggregate offering price of up to $50,000,000, provided, provided however, that in no event shall the Company issue or sell through Age...nt the Distribution Agents such number of Placement Shares that (a) exceeds the number dollar value of shares or dollar amount of shares of Common Stock that may be company securities registered on, but not yet sold pursuant to and issued under, the effective Registration Statement (as defined below), below) pursuant to which the offering of the Placement Shares is being made, or (b) exceeds the number of authorized but unissued shares of Common Stock (the lesser of (a) and (b), 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 number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to Agent the Distribution Agents 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"), below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed or will file, filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form S-3, S-3 (File No. 333-209760), including a base prospectus prospectus, relating to certain securities, including the Common Stock, Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (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. statement specifically relating to the Placement Shares (the "Prospectus Supplement"). The Company will furnish to the Agent, Distribution Agents, for use by the Agent, Distribution Agents, 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 or deemed incorporated therein by reference, reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, 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 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
