Placements Clause Example with 400 Variations from Business Contracts
This page contains Placements 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.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will notify the Agent by email (or another method mutually agreed to in writing by the parties) of the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"), the form of which is attached... hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those included in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Variations of a "Placements" Clause from Business Contracts
Placements. Each time that the Company If MLV wishes to issue and sell accept such proposed terms included in a Placement Shares hereunder (each, a "Placement"), Notice (which it will notify the Agent may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or another other method mutually agreed to in writing by the parties) of the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of ...Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3. (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Each Placement Notice shall be effective immediately upon receipt by the Agent Partnership of MLV's acceptance of the terms of the Placement Notice unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) (ii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by (iii) the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those included in on the earlier dated Placement Notice, Notice or (v) (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any 2 discount, commission or other compensation to be paid by the Company Partnership to the Agent MLV in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent MLV and the Agent does not decline MLV accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Placements. Each time that the Company Partnership wishes to issue and sell Placement Shares the Securities hereunder (each, a "Placement"), it will notify the Agent BRFBR by email notice (or another other method mutually agreed to in writing by the parties) of the number of Placement Shares Securities to be issued, issued and sold (the "Placement Securities"), the time period during which sales are requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one... day and any minimum price below which sales may not be made (a "Placement Notice"), the a form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the Agent BRFBR set forth on Schedule 3, as such Schedule 3 schedule may be amended from time to time. The If BRFBR wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. Each Placement Notice shall be effective immediately upon receipt by the Agent Partnership of BRFBR's acceptance of the terms of the Placement Notice unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) (ii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by (iii) the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those included in the on an earlier dated Placement Notice, Notice or (v) (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent BRFBR in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent BRFBR will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent BRFBR and the Agent does not decline BRFBR accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares Securities by the Agent. BRFBR. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent BRFBR will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market New York Stock Exchange (the "Exchange"), to sell the Placement Shares Securities up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent BRFBR will provide written confirmation to the Company Partnership no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares Securities hereunder setting forth the number of Placement Shares Securities sold on such day, the compensation payable by the Company Partnership to the Agent BRFBR pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, Partnership, with an itemization of the deductions made by the Agent BRFBR (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may BRFBR hereby covenants and agrees not to sell Placement Shares Securities other than (i) by any method permitted by law deemed to be an "at the market offering" "at-the-market" offering as defined in Rule 415 of the Securities Act. Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Units or to or through a market maker, or (ii) by any other method permitted by law, including but not limited to negotiated transactions. BRFBR shall not purchase Placement Securities for its own account unless expressly authorized to do so by the Partnership in a Placement Notice. For the purposes hereof, "Trading Day" means any day on which shares of the Common Stock Units are purchased and sold on the Exchange. View More
Placements. (i) Each time that the Company Partnership wishes to issue and sell Placement Shares Units hereunder (each, a "Placement"), it will notify the Agent Agents by email notice (or another other method mutually agreed to in writing by the parties) Parties) of the number of Placement Shares Units to be issued, sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares Units that may be sold in any one day and any minimum price below which sales ...may not be made (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Partnership is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the applicable Agent unless 3 and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Units thereunder has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, Notice or (iv) the Company issues a subsequent Placement Notice with parameters superseding those included in the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent Agents in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the any Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Partnership delivers a Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or Section 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale For the avoidance of doubt, the Partnership may not submit instructions to sell Placement Shares by Units to more than one Agent on any single trading day. (ii) During the Agent. Subject to the terms and conditions term of this Agreement, none of the Agents nor any of their affiliates or subsidiaries shall engage in (A) any short sale of any security of the Partnership or (B) any sale of any security of the Partnership that such Agent does not own or any sale that is consummated by the delivery of a security of the Partnership borrowed by, or for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules account of such Agent. None of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise Agents nor any of their affiliates or subsidiaries shall engage in accordance with the terms of, any proprietary trading or trading for such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange. Agent's (or its affiliates' or subsidiaries') own account. View More
Placements. Each time that the Company Partnership wishes to issue and sell Placement Shares the Securities hereunder (each, a "Placement"), it will notify the Agent FBR by email notice (or another other method mutually agreed to in writing by the parties) of containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issued, issued (the "Placement Securities"), the time period during which sales ar...e requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"), the a form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the Agent FBR set forth on Schedule 3, as such Schedule 3 schedule may be amended from time to time. The If FBR wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. Each Placement Notice shall be effective immediately upon receipt by the Agent Partnership of FBR's acceptance of the terms of the Placement Notice unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) (ii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by (iii) the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those included in on the earlier dated Placement Notice, Notice or (v) (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent FBR in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set 2 forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent FBR will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent FBR and the Agent does not decline FBR accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Placements. Each time that the Company Partnership wishes to issue and sell Placement Shares the Securities hereunder (each, a "Placement"), it will notify the Agent MLV by email notice (or another other method mutually agreed to in writing by the parties) of containing the parameters in accordance with which it desires the Securities to be sold, which shall at a minimum include the number of Placement Shares Securities to be issued, issued (the "Placement Securities"), the time period during which sales ar...e requested to be made, any limitation on the number of Placement Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"), the a form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The If MLV wishes to accept such proposed terms included in a Placement Notice (which it may decline to do so for any reason in its sole discretion) it may do so by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Partnership set forth on Schedule 3. 2 Each Placement Notice shall be effective immediately upon receipt by the Agent Partnership of MLV's acceptance of the terms of the Placement Notice unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) (ii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by (iii) the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice with parameters superseding those included in on the earlier dated Placement Notice, Notice or (v) (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent MLV in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the Agent MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company Partnership delivers a Placement Notice to the Agent MLV and the Agent does not decline MLV accepts such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Placements. Each time that the Company Partnership wishes to issue and sell Placement Shares Units hereunder (each, a "Placement"), it will notify the an Agent by email notice (or another other method mutually agreed to in writing by the parties) Partnership and Agent) of the number of Placement Shares Units to be issued, sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares Units that may be sold in any one day and any minimum price below which ...sales may not be made made, which shall not be less than $25.00 per Preferred Unit (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Partnership is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the applicable Agent unless and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Units thereunder has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice to the same Agent with parameters superseding those included in on the Placement Notice to such Agent dated earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the any Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Partnership delivers a Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or Section 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale For the avoidance of Placement Shares by doubt, the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), Partnership may not submit instructions to sell the Placement Shares up Units to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The more than one Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange. single trading day. View More
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will notify the Agent by email (or another method mutually agreed to in writing by the parties) of the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"), the form of which is attached... hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent Ladenburg unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Ladenburg declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the such Placement Shares thereunder has have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those included in on the earlier dated Placement Notice, or (v) this the Agreement has been terminated under the provisions of Section 13. 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Ladenburg in connection with the sale of the such Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Ladenburg and the Agent Ladenburg does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will notify the a Distribution Agent (the "Designated Distribution Agent") by email notice (or another other method mutually agreed to in writing by the parties) of the number of Placement Shares to be issued, Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which s...ales may not be made (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Distribution Agent unless and until (i) the Agent Designated Distribution Agent, by email notice to each of the individuals from the Company set forth on Schedule 3, promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or Company, by email notice to each of the individuals from the Designated Distribution Agent set forth on Schedule 3, terminates the Placement Notice, which suspension and termination rights may be exercised by (iv) either the Company or the Designated Distribution Agent shall have suspended the sale of Placement Shares in its sole discretion, (iv) accordance with Section 4, (v) the Company issues a subsequent Placement Notice to the Designated Distribution Agent with parameters superseding those included in on the earlier dated Placement Notice, Notice or (v) (vi) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent Distribution Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Distribution Agent and the Designated Distribution Agent does not promptly decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
Placements. Each time that the Company Partnership wishes to issue and sell Placement Shares Units hereunder (each, a "Placement"), it will notify the an Agent by email notice (or another other method mutually agreed to in writing by the parties) Partnership and the Agent) of the number of Placement Shares Units to be issued, sold, the time period during which sales are requested to be made, any limitation on the number of Placement Shares Units that may be sold in any one day and any minimum price below wh...ich sales may not be made (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Each Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Partnership is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the applicable Agent unless and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Units thereunder has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company Partnership issues a subsequent Placement Notice to the same Agent with parameters superseding those included in on the Placement Notice to such Agent dated earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company Partnership nor the any Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Partnership delivers a Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or Section 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale For the avoidance of Placement Shares by doubt, the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), Partnership may not submit instructions to sell the Placement Shares up Units to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The more than one Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange. single trading day. View More
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will notify the Agent Ladenburg by email notice (or another other method mutually agreed to in writing by the parties) of containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, issued (the "Placement Shares"), the time period during which sales are requested to be made, any limitation o...n the number of Placement Shares that may be sold in any one day and any the minimum price below which sales may not be made (a "Placement Notice"), the a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent Ladenburg set forth on Schedule 3, 2, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent Ladenburg unless and until (i) in accordance with the Agent notice requirements set forth in Section 4, Ladenburg declines in writing by 9:30 a.m. (New York City Time) on the Business Day following (x) the Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered on or prior to 5:00 p.m. (New York City Time) on such Business Day or the (y) the Business Day following the Business Day on which such Placement Notice is delivered, if such Placement Notice is delivered after 5:00 p.m. (New York City Time) on such Business Day, to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those included in on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 13. 11. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Ladenburg in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. 3. It is expressly acknowledged and agreed that neither the Company nor the Agent Ladenburg will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Ladenburg and the Agent Ladenburg does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 2 3. Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the "Exchange"), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 of the Securities Act. "Trading Day" means any day on which shares of Common Stock are purchased and sold on the Exchange.View More
