Terms of Public Offering Contract Clauses (826)

Grouped Into 27 Collections of Similar Clauses From Business Contracts

This page contains Terms of Public Offering clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[•] a share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $[•] a share unde...r the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[•] per share, to any Underwriter or to certain other dealers. View More
Found in IMARA Inc. contract
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Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares Securities as soon after the Registration Statement and this Agreement have has become effective as in your judgment is advisable. The Company is further advised by you that the Shares Securities are to be offered to the public initially at $[•] a share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not upon... the terms set forth in excess of $[•] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[•] per share, to any Underwriter or to certain other dealers. Prospectus. View More
Found in Weyerhaeuser contract
Terms of Public Offering. The Company Selling Stockholder is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company Selling Stockholder is further advised by you that the Shares are to be offered to the public initially at $[•] $[●] a share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a ...concession not in excess of $[•] $[●] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[•] per share, to any Underwriter or to certain other dealers. Price. View More
Found in AXA Equitable Holdings, Inc. contract
Terms of Public Offering. The Company is Selling Shareholders are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is Selling Shareholders are further advised by you that the Shares are to be offered to the public initially at $[•] a share (the "Public Offering Price") and to certain dealers selected by you at a price that represen...ts a concession not upon the terms set forth in excess of $[•] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[•] per share, to any Underwriter or to certain other dealers. Prospectus. View More
Found in Genpact LTD contract
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Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[•] a share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $[•] a share unde...r the Public Offering Price. 14 4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, or at such other time on the same or such other date, not later than [•], 2021 as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [•], as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. View More
Found in Bolt Biotherapeutics, Inc. contract
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Terms of Public Offering. The Company is and the Selling Stockholders are advised by you that the Underwriters that they propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective has been executed as in your the Underwriters' judgment is advisable. The Company is and the Selling Stockholders are further advised by you the Underwriters that the Shares are to be offered to the public initially at $[•] a $141.00 per share (t...he "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $[•] a share under the Public Offering Price. 14 4. Price"). 15 5. Payment and Delivery. Payment for the Firm Shares to be sold by each Selling Stockholder shall be made to the Company such Selling Stockholder in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts account of the several Underwriters at prior to 10:00 a.m., New York City time, on [•], 2021, March 8, 2019 or at such other time on the same or such other date, not later than [•], 2021 date as shall be designated in writing mutually agreed by you. the Underwriters and the Selling Stockholders. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment The procedures for any Additional payment and delivery of the Shares to be sold by each Selling Stockholder shall be as set forth in Schedule I. Subject to the sale of the Shares to the Underwriters in compliance with the terms of this Agreement, payment for the Repurchase Shares shall be made by the Company to the Company Underwriters in Federal or other funds immediately available in New York City against delivery of such Additional Repurchase Shares for the respective accounts account of the several Underwriters Company at 10:00 a.m., New York City time, on the date specified Closing Date as set forth in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [•], as shall be designated in writing by you. Schedule I. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or for the applicable Option Closing Date, as respective accounts of the case may be. several Underwriters. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as Date. The Purchase Price payable by the case may be, for the respective accounts of the several Underwriters, with Underwriters shall be reduced by (i) any transfer taxes payable paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. paid and (ii) any withholding required by law. View More
Found in IQVIA Holdings Inc. contract
Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[•] a $[ ] per share (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $[•] a $...[__] per share under the Public Offering Price. Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ ] per share, to any Underwriter or to certain other dealers. 14 4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, [ ], 2019, or at such other time on the same or such other date, not later than [•], 2021 [ ], 2019, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [•], [ ], 2019, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. View More
Found in Cibus Global, Ltd. contract
Terms of Public Offering. The Company is advised by you the Representatives that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your the Representatives' judgment is advisable. The Company is further advised by you the Representatives that the Shares are to be offered to the public initially at $[•] $[·] a share (the "Public Offering Price") and to certain dealers selected by you the Repr...esentatives at a price that represents a concession not in excess of $[•] $[·] a share under the Public Offering Price. 14 Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[·] a share, to any Underwriter or to certain other dealers. 15 4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [•], 2021, [·], 2019, or at such other time on the same or such other date, not later than [•], 2021 [·], 2019, as shall be designated in writing by you. the Representatives. The time and date of such payment are hereinafter referred to as the "Closing Date." Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [•], [·], 2019, as shall be designated in writing by you. the Representatives. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. View More
Found in Fulcrum Therapeutics, Inc. contract
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Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cau...se to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request. View More
Found in Security Devices International Inc. contract
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Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares Securities as soon after the Registration Statement and this Agreement have has become effective as in your judgment is advisable and initially to offer the Shares Securities upon the terms set forth in the Prospectus. 3 Not later than 12:00 p.m. on the second business day following the date the Shares Securities are released by the Underwriters for sale to the p...ublic, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative Representatives shall request. View More
Found in LEAP THERAPEUTICS, INC. contract
Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares Securities as soon after the Registration Statement and this Agreement have has become effective as in your judgment is advisable and initially to offer the Shares Securities upon the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares Securities are released by the Underwriters for sale to the pub...lic, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request. View More
Found in Adamis Pharmaceuticals Corp contract
Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become has been declared effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Not later than 12:00 p.m. p.m., St. Petersburg, Florida time, on the second business day following the date the Shares are released by the Underwriters fo...r sale to the public, the Company shall deliver or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representative shall request. View More
Found in ALERUS FINANCIAL CORP contract
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Terms of Public Offering. The Sellers are advised by the Managers that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Managers is advisable. The Sellers are further advised by the Managers that the Shares are to be offered to the public initially at $ a share (the "Public Offering Price") and to certain dealers selected by the Mangers at a price that represents a conce...ssion not in excess of $ a share under the Public Offering Price. View More
Found in IMPINJ INC contract
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Terms of Public Offering. The Sellers are Company is advised by the Managers Manager that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Manager's judgment of the Managers is advisable. The Sellers are Company is further advised by the Managers Manager that the Shares are to be offered to the public initially at $ a share (the "Public Offering Price") and to certain dealers selected b...y upon the Mangers at a price that represents a concession not terms set forth in excess of $ a share under the Public Offering Price. Prospectus. View More
Found in Thunder Bridge Acquisition Ltd contract
Terms of Public Offering. The Sellers are Company is advised by the Managers that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Managers' judgment of the Managers is advisable. The Sellers are Company is further advised by the Managers that the Shares are to be offered to the public initially at $ a share (the "Public Offering Price") and to certain dealers selected by upon the Mange...rs at a price that represents a concession not terms set forth in excess of $ a share under the Public Offering Price. Prospectus. View More
Found in Intl Flavors & Fragrances contract
Terms of Public Offering. The Sellers are advised by the Managers that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have has become effective as in the Managers' judgment of the Managers is advisable. The Sellers are further advised by the Managers that the Shares are to be offered to the public initially at $ a price of $17.00 per share (the "Public Offering Price") and to certain dealers selected by the Mangers ...Managers at a price that represents a concession not in excess of $ a $0.6375 per share under the Public Offering Price. View More
Found in Regulus Therapeutics Inc. contract
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Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the this Agreement has become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered electroni...c copies of the Prospectus to the Representative and shall deliver or cause to be delivered hard copies as soon as reasonably practical thereafter in such quantities and at such places as the Representative shall request. Each Underwriter, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act. View More
Found in ADMA BIOLOGICS, INC. contract
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Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the this Agreement has have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered elec...tronic copies of the Prospectus to the Representative and shall deliver or cause to be delivered hard copies as soon as reasonably practical thereafter in such quantities and at such places as the Representative shall request. Representative. Each Underwriter, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act. View More
Found in CASELLA WASTE SYSTEMS INC contract
Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the this Agreement has become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered electroni...c copies of the Prospectus to the Representative and shall deliver or cause to be delivered hard copies as soon as reasonably practical thereafter in such quantities and at such places as the Representative shall request. Each Underwriter, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act. View More
Found in Lipocine Inc. contract
Terms of Public Offering. The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement has have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. Time of Sale Information. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to the public, th...e Company shall deliver or cause to be delivered electronic copies of the Prospectus to the Representative and shall deliver or cause to be delivered hard copies as soon as reasonably practical thereafter in such quantities and at such places as the Representative shall request. Each Underwriter, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act. Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule II hereto. View More
Found in ORBCOMM Inc. contract
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Terms of Public Offering. The Company is advised by Morgan Stanley that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in Morgan Stanley's judgment is advisable. The Company is further advised by Morgan Stanley that the Shares are to be offered to the public initially at $142.00 a share (the "Public Offering Price") and to certain dealers selected by Morgan Stanley at a price that represents... a concession not in excess of $1.704 a share under the Public Offering Price. View More
Found in Arthur J. Gallagher & Co. contract
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Terms of Public Offering. The Company is Selling Shareholders are advised by Morgan Stanley that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in Morgan Stanley's judgment is advisable. The Company is Selling Shareholders are further advised by Morgan Stanley that the Shares are to be offered to the public initially at $142.00 $41.00 a share (the "Public Offering Price") and to certain deal...ers selected by Morgan Stanley at a price that represents a concession not in excess of $1.704 $0.8610 a share under the Public Offering Price. View More
Found in Werner Enterprises Inc contract
Terms of Public Offering. The Company is advised by Morgan Stanley that the Underwriters propose to make a public offering of their respective portions of the Shares Securities as soon after the Registration Statement and this Agreement have become effective as in Morgan Stanley's judgment is advisable. advisable (the "Offering"). The Company is further advised by Morgan Stanley that the Shares Securities are to be offered to the public initially at $142.00 a share $10.00 per Unit (the "Public Offering Price") and to cer...tain dealers selected by Morgan Stanley at a price that represents a concession not in excess of $1.704 a share $ per Unit under the Public Offering Price. View More
Found in Trine II Acquisition Corp. contract
Terms of Public Offering. The Company is Selling Shareholders are advised by Morgan Stanley that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in Morgan Stanley's judgment is advisable. The Company is Selling Shareholders are further advised by Morgan Stanley that the Shares are to be offered to the public initially at $142.00 $46.50 a share (the "Public Offering Price") and to certain deal...ers selected by Morgan Stanley at a price that represents a concession not in excess of $1.704 $0.25 a share under the Public Offering Price. View More
Found in Eagle Bulk Shipping Inc. contract
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Terms of Public Offering. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Securities are to be offered (a) to the public initially at a price (the "Public Offering Price") equal to 99.634% of the principal amount of the Secu...rities, plus accrued interest, if any, from July 23, 2015 to the Closing Date, and (b) to certain dealers selected by the Representatives at a price that represents a concession not in excess of 0.350% of the principal amount under the Public Offering Price of the Securities; that the Underwriters, and such dealers may allow a discount to certain other dealers with respect to the Securities not in excess of 0.200% of the principal amount of the Securities. After the initial public offering of the Securities to the public, the Underwriters may change the Public Offering Price with respect to the Securities and concessions and discount to dealers. View More
Found in Synchrony Financial contract
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Terms of Public Offering. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Securities are to be offered (a) to the public initially at a price (the "Public Offering Price") equal to 99.634% 99.888% of the principal amount of ...the Securities, plus accrued interest, if any, from July 23, 2015 October 28, 2021 to the Closing Date, and (b) to certain dealers selected by the Representatives at a price that represents a concession not in excess of 0.350% of the principal amount under the Public Offering Price of the Securities; that the Underwriters, and such dealers may allow a discount to certain other dealers with respect to the Securities not in excess of 0.200% of the principal amount of the Securities. After the initial public offering of the Securities to the public, the Underwriters may change the Public Offering Price with respect to the Securities and concessions and discount to dealers. View More
Found in Synchrony Financial contract
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Terms of Public Offering. (a) The gross sales price of any Shares sold pursuant to this Agreement by the Agent acting as sales agent or forward seller shall be the market price prevailing at the time of sale for shares of the Company's Common Stock or the price determined through a privately negotiated transaction. The compensation payable to the Agent, acting as sales agent on behalf of the Company, for sales of Shares shall be at a mutually agreed rate, not to exceed 2.0% of the gross sales price of the Shares sold by ...the Agent pursuant to this Agreement. The foregoing rate of compensation shall not apply when the Agent acts as principal pursuant to a Terms Agreement, in which case the Company may sell Shares to the Agent as principal at a price set forth in such Terms Agreement. The compensation payable to the Agent, acting as forward seller on behalf of the Forward Purchaser, for sales of Forward Hedge Shares shall be reflected in a reduction to the Volume-Weighted Hedge Price (as such term is defined in the applicable Confirmation) not to exceed 2.0%. The remaining proceeds after deducting the Agent's commission and after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any Governmental Authority in respect of such sales, shall constitute the net proceeds to the Company or the Forward Purchaser, as applicable, for such Shares ("Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction (other than the deduction of commission or discounts payable to the Agent) referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages the Agent as sales agent for a sale of Shares that would constitute a "distribution" within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the Agent will use commercially reasonable efforts to agree to compensation that is customary for the Agent with respect to such transactions, which may exceed 2.0% of the gross sales price. 29 (b) If acting as a sales agent or forward seller hereunder, the Agent shall provide written confirmation to the Company and, if acting as a forward seller, the Forward Purchaser, following the close of trading on NASDAQ on each Trading Day on which Shares are sold by the Agent. Such confirmation shall set forth (i) the number of Primary Shares and Forward Hedge Shares sold on such day, (ii) the aggregate gross sales proceeds of such Shares, (iii) the aggregate Net Proceeds to the Company or the Forward Purchaser, as applicable, (iv) the Initial Forward Price (as defined in each applicable Confirmation) as of such day under any Confirmation pursuant to which Forward Hedge Shares were sold on such day (v) and the aggregate compensation payable by the Company to the Agent with respect to such sales. If sales of Forward Hedge Shares are made by the Agent under a Confirmation, promptly, and in no event later than the opening of the first Trading Day following the Hedge Completion Date (as defined in such Confirmation), the Forward Purchaser shall execute and deliver to the Company a Pricing Supplement (as defined in such Confirmation). View More
Found in CyrusOne contract
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Terms of Public Offering. (a) The gross sales price of any Shares sold pursuant to this Agreement by the Agent acting as sales agent or forward seller shall be the market price prevailing at the time of sale for shares of the Company's Common Stock or the price determined through a privately negotiated transaction. The compensation payable to the Agent, acting as sales agent on behalf of the Company, for sales of Shares shall be at a mutually agreed rate, not to exceed 2.0% of the gross sales price of the Shares sold by ...the Agent pursuant to this Agreement. The foregoing rate of compensation shall not apply when the Agent acts as principal pursuant to a Terms Agreement, in which case the Company may sell Shares to the Agent as principal at a price set forth in such Terms Agreement. The compensation payable to the Agent, acting as forward seller on behalf of the Forward Purchaser, for sales of Forward Hedge Shares shall be reflected in a reduction to the Volume-Weighted Hedge Price (as such term is defined in the applicable Confirmation) not to exceed 2.0%. The remaining proceeds after deducting the Agent's commission and after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any Governmental Authority in respect of such sales, shall constitute the net proceeds to the Company or the Forward Purchaser, as applicable, for such Shares ("Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction (other than the deduction of commission or discounts payable to the Agent) referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages the Agent as sales agent for a sale of Shares that would constitute a "distribution" within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the Agent will use commercially reasonable efforts to agree to compensation that is customary for the Agent with respect to such transactions, which may exceed 2.0% of the gross sales price. 29 (b) If acting as a sales agent or forward seller hereunder, the The Agent shall provide written confirmation to the Company and, if acting as a forward seller, the Forward Purchaser, following the close of trading on NASDAQ on each Trading Day on which Shares are sold by the Agent. Such confirmation shall set forth (i) the number of Primary Shares and Forward Hedge Shares sold on such day, (ii) the aggregate gross sales proceeds of such Shares, (iii) the aggregate Net Proceeds to the Company or the Forward Purchaser, as applicable, and (iv) the Initial Forward Price (as defined in each applicable Confirmation) as of such day under any Confirmation pursuant to which Forward Hedge Shares were sold on such day (v) and the aggregate compensation payable by the Company to the Agent with respect to such sales. If sales of Forward Hedge Shares are made by the Agent under a Confirmation, promptly, and in no event later than the opening of the first Trading Day following the Hedge Completion Date (as defined in such Confirmation), the Forward Purchaser shall execute and deliver to the Company a Pricing Supplement (as defined in such Confirmation). View More
Found in CyrusOne contract
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Terms of Public Offering. The Partnership is advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Partnership is further advised by you that the Units are to be offered to the public initially at $[ ] per Common Unit (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in excess of $[ ...] per Common Unit under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ ] per Common Unit, to any Underwriter or to certain other dealers. View More
Found in Hess Midstream Partners LP contract
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Terms of Public Offering. The Partnership is advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Partnership is further advised by you that the Units are to be offered to the public initially at $[ ] $23.00 per Common Unit unit (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in e...xcess of $[ ] $0.83 per Common Unit unit under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ ] per Common Unit, to any Underwriter or to certain other dealers. Price. View More
Found in PBF Logistics LP contract
Terms of Public Offering. The Partnership is Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Partnership is Sellers are further advised by you that the Units are to be offered to the public initially at $[ • ] per Common Unit (the "Public Offering Price") and to certain dealers selected by you at a price that represents a conce...ssion not in excess of $[ • ] per Common Unit under the Public Offering Price, Price[, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ • ] per Common Unit, to any Underwriter or to certain other dealers. dealers]. View More
Found in Enable Midstream Partners, LP contract
Terms of Public Offering. The Partnership is advised by you that the Underwriters propose to make a public offering of their respective portions of 25 the Units as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Partnership is further advised by you that the Units are to be offered to the public initially at $[ ] $23.00 per Common Unit (the "Public Offering Price") and to certain dealers selected by you at a price that represents a concession not in exc...ess of $[ ] $0.828 per Common Unit under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ ] per Common Unit, to any Underwriter or to certain other dealers. Price. View More
Found in Hess Midstream Partners LP contract
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Terms of Public Offering. The Company is advised by you that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to ...or through any Underwriter. View More
Found in SPIRIT REALTY CAPITAL, INC. contract
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Terms of Public Offering. The Company is advised by you that the Underwriters intend to make a public offering of the Securities Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securitie...s Shares purchased by it to or through any Underwriter. View More
Found in SPIRIT REALTY CAPITAL, INC. contract
Terms of Public Offering. The Underwriters have advised the Company is advised by you that the Underwriters intend propose (i) to make a public offering of the Securities as soon after the effectiveness execution and delivery of this Agreement as in the Underwriters' judgment of the Representatives is advisable, advisable and (ii) initially to offer the Securities on upon the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affili...ate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. View More
Found in CalAtlantic Group, Inc. contract
Terms of Public Offering. The Company is and the Seller are advised by you the Underwriters that the Underwriters intend propose to make a public offering of the Securities Seller's Shares as soon after the effectiveness of this Agreement has become effective as in the judgment of the Representatives is advisable, Underwriters, and initially to offer the Securities Shares on the terms set forth in the Prospectus. The Company acknowledges and agrees the Seller acknowledge and agree that the Underwriters may offer and sell... Securities Shares to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities Shares purchased by it to or through any Underwriter. View More
Found in Fabrinet contract
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