Placements Clause Example from Business Contracts

Placements. Each time that the Company wishes to issue and sell all or a portion of the Shares hereunder (each, a "Placement"), it will notify Agent by e-mail notice substantially in the form attached hereto as Schedule 1 (or other method mutually agreed to in writing, including email, by the parties) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued (the "Placement Shares"), the time period during which sa...les are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a "Placement Notice"). The Placement Notice shall originate from any of the individual representatives of the Company set forth on Schedule 2 (with a copy to each of the other individual representatives of the Company listed on such schedule), and shall be addressed to each of the individual representatives of Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated pursuant to the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor Agent will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to Agent and 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 this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Placement Shares by the Agent, and the Agent shall not be obligated to offer or sell any Placement Shares during (1) any period in which the Company is, or could be deemed to be, in possession of material non-public information or (2) any period in which sales by the Company would be prohibited pursuant to the 2 Company's blackout policy applicable to sales under this Agreement, which policy has been disclosed to the Agent (each such period a "Blackout Period"). The Company will promptly notify the Agent of any change to such Blackout Period. View More