ATM Offering Sample Clauses

An ATM Offering clause defines the terms under which a company may issue and sell its securities, such as shares, directly into the open market at prevailing prices through an "at-the-market" (ATM) program. This clause typically outlines the process for executing such sales, the maximum amount of securities that can be offered, and any conditions or limitations imposed on the offering. By including this clause, the company gains flexibility to raise capital efficiently and opportunistically, addressing funding needs as they arise without the need for a traditional, large-scale public offering.
ATM Offering. If an Offering is an ATM, the Company and ▇▇▇▇▇▇▇▇▇▇ shall enter into a customary at-the-market sales agreement in form and substance satisfactory to ▇▇▇▇▇▇▇▇▇▇ and its counsel.
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ATM Offering. On the Business Day immediately following the Closing Date, the Company covenants and agrees to commence a public offering of shares of its Common Stock pursuant to its existing Form S-3 shelf registration statement (the “Registration Statement”) in the form of an ATM Offering. The ATM Offering shall comply with the applicable terms of this Agreement and the ATM Sales Agreement, including (a) the filing of a Prospectus Supplement to the Registration Statement simultaneously with, or immediately following, the filing of the Form 8-K pursuant to Section 6.1, and (b) listing an offering size on the Prospectus Supplement for the ATM Offering which shall be equal to the maximum number of authorized but unissued shares of Common Stock which may be sold pursuant to the Registration Statement in accordance with SEC rules (including Instruction I.B.6 to Registration Statement on Form S-3) (the “Maximum Amount”). For the avoidance of doubt, the Maximum Amount shall be calculated (a) after the issuance of the Exchange Shares pursuant to the Exchange, and (b) treating the Participating Noteholders (and the Common Stock held by such Participating Noteholders or the Voting Trustee) as “non-affiliates” for the purposes of calculating the Public Float. The Company further covenants and agrees that, following the commencement of the ATM Offering (and for so long as shares of Common Stock are eligible to be sold pursuant thereto), the Company (a) shall not amend the ATM Sales Agreement in a manner that would be materially adverse to a Participating Party; (b) shall promptly notify each Participating Party if the ATM Sales Agreement is amended or terminated (and such notification shall include a copy of any such amendment, termination notice or other applicable documentation), and (c) shall provide each Participating Party with a weekly sales report (to be delivered after the market closes each Friday via e-mail to each Participating Party or its designated representative), which shall include the aggregate amount of Placement Shares sold during the preceding five (5) Trading Days.
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Related to ATM Offering

  • Offering Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).

  • Public Offering The Company is advised by you 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 your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.