Common use of Description of Securities Clause in Contracts

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Extra Space Storage Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236252097), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BofA Securities, Inc., ▇▇▇▇▇▇▇▇▇ LLC and BTIG, LLC , respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsCitigroup, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent Citigroup as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, KeyBanc Capital Markets Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Citigroup, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236224135), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsCitigroup, for use by the Sales AgentsCitigroup, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agentsto Merrill, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares), ) having an aggregate sale offering price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Merrill will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Merrill covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Merrill shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Merrill will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under on the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Agent” and together with Merrill, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions Agents during the term of such sale this Agreement subject to the notice provision contained in form and substance satisfactory to both the Company and such Sales AgentSection 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3ASR S-3 (File No. 333-254236199677), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsMerrill, for use by the Sales AgentsMerrill, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via ▇▇▇▇▇).

Appears in 1 contract

Sources: Equity Distribution Agreement (Kite Realty Group Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agentsto Citigroup, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares), ) having an aggregate sale offering price of up to $800,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Citigroup will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Citigroup covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Keybanc Capital Markets Inc., Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (each, an “Alternative Agent” and together with Citigroup, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions Agents during the term of such sale this Agreement subject to the notice provision contained in form and substance satisfactory to both the Company and such Sales AgentSection 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236178792), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsCitigroup, for use by the Sales AgentsCitigroup, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via ▇▇▇▇▇).

Appears in 1 contract

Sources: Equity Distribution Agreement (Kite Realty Group Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 125,000,000 (the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇ Fargo Securities will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and ▇▇▇▇▇ Fargo Securities for such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236203753), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated May 4, 2015 (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under (the Securities Act (“Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).. The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with RBC Capital Markets, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (collectively, the “Alternative Agents” and together with ▇▇▇▇▇ Fargo Securities, the "Agents"). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Agents during the term of this Agreement and any Alternative Distribution Agreement subject to the notice provision contained in Section 7(k) herein and

Appears in 1 contract

Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsBNYMCM, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents BNYMCM shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents BNYMCM will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent BNYMCM as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with Citigroup Global Markets Inc., RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BNYMCM, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204623), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsBNYMCM, for use by the Sales AgentsBNYMCM, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dupont Fabros Technology, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under of the Securities Act of 1933, as amended, (“Rule 462(e)”) and the rules and regulations thereunder (collectively, the “Securities Act”) by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms has prepared and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an Commission”) an automatic shelf registration statement statement” (as defined under Rule 405 of the Securities Act), on Form S-3ASR S-3 (File No. 333-254236194653), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, which automatic shelf registration statement became effective under Rule 462(e). The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and which incorporates any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents that the Company has filed or will file in accordance with the provisions otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Exchange Act of 1934(“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended, and the rules and regulations amended by any post-effective amendments thereto as of the Commission thereunder (time of the first contract of sale for the Securities, which time shall be considered the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the “Prospectus Supplement”) exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included filed as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when in the form in which it became effectivehas been filed most recently with the Commission in accordance with this Agreement, including all the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Incorporated DocumentsBase Prospectus). Promptly after execution and delivery of this Agreement, the Company will prepare and including any information contained file a prospectus supplement relating to the Securities in a Prospectus (as defined below) subsequently filed accordance with the Commission pursuant to provisions of Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement. Such final prospectus supplement, as it may be supplemented amended by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have supplement filed most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statementin accordance with this Agreement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include including the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agent for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“▇▇▇▇▇”).. As used in this Agreement:

Appears in 1 contract

Sources: Equity Distribution Agreement (National Health Investors Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsBarclays, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale sales price (when taken together with the aggregate sales price of any Securities sold pursuant to the separate equity distribution agreement with respect to the Securities dated March 22, 2017 (the “Alternative Equity Distribution Agreement”) between the Company and Deutsche Bank Securities Inc. (the “Alternative Manager”)) of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale sales price of the Securities issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and the Sales Agents Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Barclays will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236216355), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsBarclays, for use by the Sales AgentsBarclays, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof incorporated or deemed incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (CMS Energy Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales AgentsManager, each acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3ASR S-3 (File No. 333-254236)218476) on June 2, 2017, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsManager, for use by the Sales AgentsManager copies, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”).; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to E▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Appears in 1 contract

Sources: Equity Distribution Agreement (Agree Realty Corp)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agentsto ▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), ) having an aggregate sale offering price of up to $800,000,000 120,000,000 (the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇ Fargo Securities will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and ▇▇▇▇▇ Fargo Securities covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines Transaction Entities hereby reserve the right to issue and sell securities other than through or to ▇▇▇▇▇ Fargo Securities directly during the term of this Agreement subject to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale notice provision contained in form and substance satisfactory to both the Company and such Sales AgentSection 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236161751), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via ▇▇▇▇▇). The Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of UBS Securities LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (BioMed Realty Trust Inc)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may (i) issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”)) and (ii) instruct the applicable Sales Agents, as forward sellers, to offer and sell Securities having an aggregate sale price of up to the “Maximum Amount” of $800,000,000 (the “Maximum Amount”Placement Securities,” which hereinafter refers to, collectively, the Issuance Securities and the Forward Hedge Securities (each, as defined below) offered and sold pursuant to this Agreement). The obligations of the Sales Agents under this Agreement shall be several, and not joint. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Placement Securities issued and sold under this Agreement, any Terms Agreement or any Confirmation (each, as defined below) shall be the sole responsibility of the Company, and none of the Sales Agents nor the Forward Purchasers shall have no any obligation in connection with such compliance. The issuance and sale of the Placement Securities through or to the Sales Agents and sale through the Sales Agents as forward sellers will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale substantially in the form and substance satisfactory to both the Company and such Sales Agent. The Company has filedof Exhibit G hereto (each, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the a Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange ActTerms Agreement”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreementhereof, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (▇▇▇▇▇”).Forward Hedge

Appears in 1 contract

Sources: Equity Distribution Agreement (Extra Space Storage LP)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236275138,), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of February 17, 2023 and amended as of the date hereof, with each of BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, Citizens JMP Securities, LLC (formerly known as “JMP Securities LLC”), ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $0.01 par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 175,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided ▇▇▇▇▇ Fargo does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236194316), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo, for use by the Sales Agents▇▇▇▇▇ Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“▇▇▇▇▇”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agentsto KeyBanc, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares), ) having an aggregate sale offering price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and KeyBanc covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents KeyBanc will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under on the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Agent” and together with KeyBanc, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions Agents during the term of such sale this Agreement subject to the notice provision contained in form and substance satisfactory to both the Company and such Sales AgentSection 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3ASR S-3 (File No. 333-254236199677), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsKeyBanc, for use by the Sales AgentsKeyBanc, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via ▇▇▇▇▇).

Appears in 1 contract

Sources: Equity Distribution Agreement (Kite Realty Group Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of sell, in the Sales Agents, each acting as agent and/or principalmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3ASR S-3 (File No. 333-254236)218476) on June 2, 2017, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsManager or the Forward Seller, as applicable, for use by the Sales AgentsManager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”).; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to E▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Appears in 1 contract

Sources: Equity Distribution Agreement (Agree Realty Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsPlacement Agent, each acting as agent and/or principal, shares (of the “Securities”) of Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 300,000,000 (the “Securities”). The maximum amount of Securities that the Placement Agent may sell pursuant to this Agreement as set forth in the immediately preceding sentence is also referred to herein as the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price amount of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236269386), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended at such times when it such registration statement became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) under the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company is not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 5(a)(40) at any time when the Company is required to make such representations pursuant to Section 7(o), the Company shall file a new registration statement with respect to any additional Securities necessary to complete the sale of the Maximum Amount and shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such new registration statement and the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Securities or such other relevant action that occurred prior to the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3ASR (File No. 333-269386), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein. The Company has also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with the parties listed on Appendix A attached hereto (such parties collectively, the “Alternative Placement Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Placement Agents. The aggregate amount of shares of Common Stock that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Ellington Financial Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, common shares (the “Securities”) of common stockbeneficial interest, par value $0.01 per share, of the Company (the “Common StockShares”), having an aggregate sale price of up to $800,000,000 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇ Fargo Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236192137), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and RBC Capital Markets, LLC, respectively (each, an “Alternative Placement Agent” and together with ▇▇▇▇▇ Fargo Securities, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Appears in 1 contract

Sources: Equity Distribution Agreement (Chambers Street Properties)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsKeyBanc, each acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) of classified as common stock, par value $0.01 0.0001 per share, of the Company share (the “Common StockShares”), having an aggregate sale price of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents KeyBanc will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236183645), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsKeyBanc, for use by the Sales AgentsKeyBanc, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“E▇▇▇▇”), as supplemented by its Interactive Data Electronic Applications system. The Company and the Operating Partnerships have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with KeyBanc Capital Markets Inc. (the “Alternative Manager”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Lexington Realty Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under of the Securities Act of 1933, as amended, (“Rule 462(e)”) and the rules and regulations thereunder (collectively, the “Securities Act”) by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms has prepared and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an Commission”) an automatic shelf registration statement statement” (as defined under Rule 405 of the Securities Act), on Form S-3ASR S-3 (File No. 333-254236216177), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, which automatic shelf registration statement became automatically effective upon filing under Rule 462(e). The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and which incorporates any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents that the Company has filed or will file in accordance with the provisions otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Exchange Act of 1934(“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended, and the rules and regulations amended by any post-effective amendments thereto as of the Commission thereunder (time of the first contract of sale for the Securities, which time shall be considered the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the “Prospectus Supplement”) exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included filed as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when in the form in which it became effectivehas been filed most recently with the Commission in accordance with this Agreement, including all the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Incorporated DocumentsBase Prospectus). Promptly after execution and delivery of this Agreement, the Company will prepare and including any information contained file a prospectus supplement relating to the Securities in a Prospectus (as defined below) subsequently filed accordance with the Commission pursuant to provisions of Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement. Such final prospectus supplement, as it may be supplemented amended by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have supplement filed most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statementin accordance with this Agreement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include including the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agent for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”).. As used in this Agreement:

Appears in 1 contract

Sources: Equity Distribution Agreement (National Health Investors Inc)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), Securities having an aggregate sale offering price of up to $800,000,000 500,000,000 (the “Maximum Amount”)) may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents or the Forward Sellers, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents and the Forward Sellers will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ; although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing and the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has Operating Partnership have filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236262016), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the CompanyCompany or the Operating Partnership, and which incorporates by reference documents that the Company has and the Operating Partnership have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgents or the Forward Sellers, as applicable, for use by the such Sales AgentsAgents or such Forward Sellers, as applicable, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company and/or the Operating Partnership, as applicable, with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Federal Realty OP LP)

Description of Securities. (a) . Each of the Company and the Operating The Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents, each acting as an agent and/or principal, shares common units (“Common Units”) representing limited partnership interests in the Partnership (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having an aggregate sale price of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the CompanyPartnership, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company Partnership on February 11, 2025, and which became declared effective upon filing under Rule 462(e) by the Securities and Exchange Commission (the Rule 462(e)Commission”) under on February 20, 2025, although nothing in this Agreement shall be construed as requiring the Partnership to use the Registration Statement to issue the Securities. The Partnership agrees that whenever it determines to sell Securities directly to an Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale with such Agent. Suburban Propane, L.P., a Delaware limited partnership is referred to herein as the “Operating Partnership”. Suburban Energy Services Group LLC, a Delaware limited liability company (the “General Partner”) is the general partner of the Partnership and the Operating Partnership. Together, the Partnership, the Operating Partnership and General Partner are referred to herein as the “Partnership Entities”. The Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236284853), including a base prospectusprospectus (the “Preliminary Prospectus”), relating to certain securities, including the Securities to be issued from time to time by the CompanyPartnership, and which incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company Partnership has also prepared a final prospectus supplement specifically relating to the Securities (the “Prospectus SupplementFinal Prospectus) to the base prospectus included as part of such automatic shelf registration statement). The Company Partnership will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus Preliminary Prospectus included as part of such registration statement, as supplemented updated by the Prospectus SupplementFinal Prospectus, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectusPreliminary Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented updated by the Prospectus SupplementFinal Prospectus, in the form in which such prospectus Preliminary Prospectus and/or Final Prospectus Supplement have most recently been filed by the Company Partnership with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Suburban Propane Partners Lp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsM▇▇▇▇▇▇ L▇▇▇▇, each acting as agent and/or principal, shares (the “Securities”) of common stockthe Company’s shares of beneficial interest, par value $0.01 per share, of the Company share (the “Common Stock”), ) having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents M▇▇▇▇▇▇ L▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents M▇▇▇▇▇▇ L▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236172462), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company has also prepared a prospectus supplement addendum specifically relating to the Securities (the “Prospectus Supplement Addendum”) to the base prospectus and the Prospectus Supplement included as part of such registration statement. The Company will furnish to the Sales AgentsM▇▇▇▇▇▇ L▇▇▇▇, for use by the Sales AgentsM▇▇▇▇▇▇ L▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus SupplementSupplement and the Prospectus Supplement Addendum, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus SupplementSupplement and the Prospectus Supplement Addendum, in the form in which such prospectus and/or Prospectus Supplement and Prospectus Supplement Addendum have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇. The Company and the Partnership have also entered into two separate equity distribution agreements (each, as amended, an “Alternative Distribution Agreement”), each dated as of May 16, 2011 and amended as of December 20, 2011 and as of the date hereof, with W▇▇▇▇ Fargo Securities, LLC and KeyBanc Capital Markets Inc., respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Glimcher Realty Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), Securities having an aggregate sale offering price of up to $800,000,000 500,000,000 (the “Maximum Amount”)) may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents or the Forward Sellers, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents and the Forward Sellers will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ; although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236224701), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgents or the Forward Sellers, as applicable, for use by the such Sales AgentsAgents or such Forward Sellers, as applicable, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Federal Realty Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, common shares (the “Securities”) of common stockthe Company, no par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company with the Securities and which Exchange Commission (the “Commission”) and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act, ”) with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236231021), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyCompany hereunder, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effectivefrom time to time or as supplemented, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under (the Securities Act (“Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b424 (b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”▇ (as defined below).

Appears in 1 contract

Sources: Equity Distribution Agreement (Apple Hospitality REIT, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Sachs & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of sell, in the Sales Agents, each acting as agent and/or principalmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3ASR S-3 (File No. 333-254236)218476) on June 2, 2017, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsManager or the Forward Seller, as applicable, for use by the Sales AgentsManager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Appears in 1 contract

Sources: Equity Distribution Agreement (Agree Realty Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇▇▇ ▇▇▇▇▇ as principal it will enter into a separate written agreement with such Sales Agent (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale in form sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and substance satisfactory to both the Company and such Sales Agentany applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236193311), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, for use by the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC (the “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale sales price (when taken together with the aggregate sales price of any Securities sold pursuant to the separate equity distribution agreement with respect to the Securities dated April 29, 2015 (the “Alternative Equity Distribution Agreement”) between the Company and Barclays Capital Inc. (the “Alternative Manager”)) of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale sales price of the Securities issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236195496), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof incorporated or deemed incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (CMS Energy Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of to the Sales AgentsPlacement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share, of the Company share (the “Common Stock”), having an aggregate sale price offering amount of up to $800,000,000 (the “Maximum Amount”)75,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue its Common Stock or any other securities under Rule 462(e) (“Rule 462(e)”) under this Agreement, through the Placement Agent or pursuant to the Registration Statement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236221443), including a base prospectus, prospectus relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Upon the Placement Agent’s request, the Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended amended, when it became becomes effective, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (“by the Company to cover any securities registered pursuant the Registration Statement, including any Securities, as a result of the end of the three-year period described in Rule 430B”)415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by referencereference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to E▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (Sorrento Therapeutics, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236252953) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with [ ], [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Terreno Realty Corp)

Description of Securities. (a) . Each of the Company Company, the Adviser and the Operating Partnership Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Placement Agents, each acting as agent and/or principal, shares (of the “Securities”) of Company’s common stock, $0.001 par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 250,000,000.00 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the “Securities”) shall be the sole responsibility of the Company, and the Sales Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and which became effective upon filing under Rule 462(e) Exchange Commission (the Rule 462(e)Commission”) and effective under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an Commission”) an automatic shelf registration statement statement” on Form S-3ASR N-2 (File No. 333-254236265509), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance . Such registration statement became effective immediately upon its filing with the provisions of the Securities Exchange Act of 1934Commission on June 9, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”)2022. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Placement Agents, for use by the Sales Placement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it most recently became effective, including all documents filed as part thereof and incorporated or deemed to be incorporated therein by reference therein (the “Incorporated Documents”)reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 424 under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at Company may file one or more registration statements after the time it originally became effective is herein called date hereof which may be referred to as the “Original Registration Statement.” , only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 424 under the Securities Act, relating to the Securities, including documents incorporated or deemed to be incorporated therein by reference, is herein called the “Prospectus.” Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇. A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act, filed pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”), was filed with the Commission on April 12, 2010, under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Investment Company Act”). The Company has entered into a Fourth Amended and Restated Investment Advisory Agreement, dated as of August 3, 2023 (as approved by the board of directors of the Company at a meeting on August 3, 2023, the “Investment Advisory Agreement”), with the Adviser. The Company has entered into an Administration Agreement, dated as of April 14, 2010 (as most recently re-approved by the board of directors of the Company at a meeting on May 5, 2023, the “Administration Agreement”), with GC Service Company, LLC, a Delaware limited liability company (“GC Service”), which was subsequently assigned by GC Service to the Administrator pursuant to an Assignment Agreement, dated as of February 5, 2013, by and between the Administrator and GC Service, as consented to by the Company.

Appears in 1 contract

Sources: Equity Distribution Agreement (GOLUB CAPITAL BDC, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236252097), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇▇▇ LLC, Mizuho Securities USA LLC and BTIG, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $0.01 par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 175,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided ▇▇▇▇▇▇▇ ▇▇▇▇▇ does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236194316), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, for use by the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“▇▇▇▇▇”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dupont Fabros Technology, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), ) having an aggregate sale price of up to $800,000,000 225,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236195592), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementstatement and any Replacement Registration Statement (as defined in Section 7(a) hereof), in either case, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇▇▇▇▇ LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., BB&T Capital Markets (a division of BB&T Securities, LLC), HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). The aggregate sale prices of the Securities that may be sold pursuant to this Agreement and the shares of Common Stock that may be sold pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Sovran Self Storage Inc)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 125,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided ▇▇▇▇▇ Fargo does not sell in excess of the number of Securities specified in any Placement Notice issued to it, compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236173468), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo, for use by the Sales Agents▇▇▇▇▇ Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“▇▇▇▇▇”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Jefferies, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 150,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Jefferies will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Jefferies covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236179411), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsJefferies, for use by the Sales AgentsJefferies, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into three separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with RBC Capital Markets, LLC, KeyBanc Capital Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dupont Fabros Technology, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of to the Sales Agents, each acting as agent agents and/or principalprincipals, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 150,000,000 (the “Maximum Amount”). Each of the Transaction Entities agrees that if the Company determines that one or more Agents will purchase any Securities on a principal basis, then the Transaction Entities will enter into a separate underwriting or similar agreement in form and substance satisfactory to the Transaction Entities and the applicable Agent(s) covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company Transaction Entities and which became automatically becoming effective upon filing under Rule 462(e) (“Rule 462(e)”) under on the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing this Agreement shall not exceed the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales AgentMaximum Amount. The Company has filedTransaction Entities hereby reserve the right to issue and sell securities other than through or to the Agents during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3ASR S-3 (File No. 333-254236253393), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia E▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via E▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Kite Realty Group, L.P.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsCapital One Securities, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Capital One Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Capital One Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent Capital One Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, KeyBanc Capital Markets Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Capital One Securities, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236224135), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsCapital One Securities, for use by the Sales AgentsCapital One Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of common stockthe Company’s 5.50% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Company share (the “Common Series B Preferred Stock”), having an aggregate sale offering price of up to $800,000,000 40,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3ASR S-3, as amended (File No. 333-254236223799), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement). The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Company, the Operating Partnership and the Advisor have also entered into a separate equity distribution agreement (the “Separate Distribution Agreement”), dated as of even date herewith, with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, acting as agent and/or principal (collectively, the “Separate Agent”). The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, together with the Separate Distribution Agreement, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, together with the Separate Agent, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Braemar Hotels & Resorts Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales AgentsW▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (of the “Securities”) of Company’s Class A common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents W▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents W▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236185668), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will shall furnish to the Sales AgentsW▇▇▇▇ Fargo Securities, for use by the Sales AgentsW▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other financial institutions (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amounts.

Appears in 1 contract

Sources: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

Description of Securities. (a) . Each of the Company and the Operating Partnership Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agentsto Citigroup, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares), ) having an aggregate sale offering price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Citigroup will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Citigroup covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under on the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Agent” and together with Citigroup, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions Agents during the term of such sale this Agreement subject to the notice provision contained in form and substance satisfactory to both the Company and such Sales AgentSection 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3ASR S-3 (File No. 333-254236199677), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the Commission thereunder (the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsCitigroup, for use by the Sales AgentsCitigroup, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) Regulations or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gatheringvia ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via ▇▇▇▇▇).

Appears in 1 contract

Sources: Equity Distribution Agreement (Kite Realty Group Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsPlacement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), ) having an aggregate sale offering price of up to $800,000,000 (the “Maximum Amount”)50,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines hereby reserves the right to issue and to sell Securities directly securities other than through the Placement Agent during the term of this Agreement, subject to the notice provisions contained in Section 7(k); provided, however, the Company has not currently engaged, and does not intend to engage in the foreseeable future, any placement agent other than the Placement Agent in connection with any at-the-market offering sales program with respect to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing Company equity securities. The addition of any other placement agent to the terms and conditions Company’s at-the-market offering sales program contemplated hereby shall require the consent of such sale in form and substance satisfactory to both the Company and such Sales Placement Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236162750), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (Ashford Hospitality Trust Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, up to 7,500,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 1.00 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236174326), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated or deemed incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Mdu Resources Group Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents, each severally and not jointly, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 500,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent(s) will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms has prepared and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an Commission”) an automatic shelf registration statement statement” (as defined under Rule 405 of the Securities Act), on Form S-3ASR S‑3 (File No. 333-254236237278), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, which automatic shelf registration statement became automatically effective upon filing under Rule 462(e). The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and which incorporates any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents that the Company has filed or will file in accordance with the provisions otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Exchange Act of 1934(“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended, and the rules and regulations amended by any post-effective amendments thereto as of the Commission thereunder (time of the first contract of sale for the Securities, which time shall be considered the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the “Prospectus Supplement”) exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included filed as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when in the form in which it became effectivehas been filed most recently with the Commission in accordance with this Agreement, including all the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Incorporated DocumentsBase Prospectus). Promptly after execution and delivery of this Agreement, the Company will prepare and including any information contained file a prospectus supplement relating to the Securities in a Prospectus (as defined below) subsequently filed accordance with the Commission pursuant to provisions of Rule 424(b) under of the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement. Such final prospectus supplement, as it may be supplemented amended by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have supplement filed most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statementin accordance with this Agreement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include including the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agents, or such Agent(s), as the case may be, for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”).. As used in this Agreement:

Appears in 1 contract

Sources: Equity Distribution Agreement (National Health Investors Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇ Fargo Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, KeyBanc Capital Markets Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with ▇▇▇▇▇ Fargo Securities, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236224135), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsBTIG, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 550,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents BTIG shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents BTIG will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent BTIG as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities, dated as of May 4, 2018, each amended by an amendment to the equity distribution agreements, dated as of February 17, 2021 (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”) with BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, KeyBanc Capital Markets Inc., SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BTIG, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236253164), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsBTIG, for use by the Sales AgentsBTIG, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (of the “Securities”) of Company’s Class A common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236185668), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will shall furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other financial institutions (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amounts.

Appears in 1 contract

Sources: Equity Distribution Agreement (Healthcare Trust of America, Inc.)

Description of Securities. (a) . Each of The Company has prepared and filed with the Company Securities and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares Exchange Commission (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common StockCommission”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance in accordance with the limitations set forth in this Section 1 regarding the number and aggregate sale price provisions of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236223257), including a base prospectuswhich became effective upon filing, relating to certain securities, including covering the registration of the Securities to be issued from time to time by and certain other securities of the Company. Promptly after execution and delivery of this Agreement, and which incorporates by reference documents that the Company has filed or will prepare and file a prospectus supplement in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder Rule 430B (the Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus SupplementRule 430B”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and paragraph (b) of Rule 424 (“Rule 424(b)”) or of the Securities Act. Any information included in a prospectus and such related prospectus supplement that was omitted from such registration statement at the time it became effective but that is deemed to be a part of and included in such automatic shelf registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus and prospectus supplement used in connection with the offering of the Securities that omitted Rule 430B Information is herein called a “preliminary prospectus.” Such registration statement, at any given time, together with the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act (“at such time, the documents otherwise deemed to be a part thereof or included therein by the Securities Act at such time and the Rule 430B”)430B Information, is are herein called called, collectively, the “Registration Statement.” The Registration Statement at Any registration statement filed pursuant to Rule 462(b) of the time it originally became effective Securities Act is herein called referred to as the “Original “ Rule 462(b) Registration Statement.,and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The base prospectus, including all documents incorporated therein by reference, included final prospectus in the Registration Statementform first furnished (electronically or otherwise) to the Underwriters for use in connection with the offering of the Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the Securities Act or otherwise) or, as it may be supplemented by if not furnished to the Prospectus SupplementUnderwriters, in the form in which such prospectus and/or Prospectus Supplement have most recently been first filed by the Company with the Commission pursuant to Rule 424(b) ), together with the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at the time of execution of this Agreement and any preliminary prospectuses that form a part thereof is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”), as supplemented by its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, as of the time at which such representation, warranty or agreement is made.

Appears in 1 contract

Sources: Underwriting Agreement (Lexington Realty Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto KeyBanc Capital Markets, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 150,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc Capital Markets will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and KeyBanc Capital Markets covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents KeyBanc Capital Markets shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents KeyBanc Capital Markets will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236179411), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsKeyBanc Capital Markets, for use by the Sales AgentsKeyBanc Capital Markets, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into three separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with RBC Capital Markets, LLC, ▇▇▇▇▇▇▇▇▇ LLC and ▇▇▇▇▇ Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236203030) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Terreno Realty Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting US-DOCS\98830056.6 or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236222876), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (as amended, each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with RBC Capital Markets, LLC, Mizuho Securities USA LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇ Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement, the Alternative Distribution Agreements and the Original Equity Distribution Agreement referred to therein shall not exceed the Maximum Amount. As of the date hereof, Securities having an aggregate gross sales price of $176,188,661 remain available for offer and sale under this Agreement and the Alternative Distribution Agreements. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales AgentsWachovia, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $.01 par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 (the “Maximum Amount”)50,000,000.00. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Wachovia shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Wachovia will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236158081), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsWachovia, for use by the Sales AgentsWachovia, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Colonial Realty Limited Partnership)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to E▇▇▇▇. The Company and the Commission’s Electronic Data GatheringOperating Partnership have also entered into separate equity distribution agreements (collectively, Analysis and Retrieval system (the Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, J▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, J.▇. ▇▇▇▇▇▇ Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, common shares in the capital of the Company, par value €0.02 per share (the “Common Shares” or the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having an aggregate sale price of up to $800,000,000 60,000,000 and in any event no more than the number of Common Shares that may be issued under the Company’s authorized share capital included in its Articles of Association from time to time (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective automatically upon filing under pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇ Fargo Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236245691), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Core Laboratories N V)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236252097), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and BTIG, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsPlacement Agent, each acting as agent and/or principal, up to 2,200,000 shares (the “Securities”) of common stock7.875% Series D Cumulative Redeemable Preferred Stock, par value $0.01 0.001 per share, of the Company share (the “Common Series D Preferred Stock”), having an aggregate sale price of up to $800,000,000 (” or the “Maximum AmountShares”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price amount of the Securities Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales AgentShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236254315), including a base prospectus, relating to certain securities, including the Securities Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (ACRES Commercial Realty Corp.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇.▇. ▇▇▇▇▇▇ Securities, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇.▇. ▇▇▇▇▇▇ Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇.▇. ▇▇▇▇▇▇ Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇.▇. ▇▇▇▇▇▇ Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, KeyBanc Capital Markets Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with ▇.▇. ▇▇▇▇▇▇ Securities, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236224135), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇.▇. ▇▇▇▇▇▇ Securities, for use by the Sales Agents▇.▇. ▇▇▇▇▇▇ Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of to the Sales Agents, each acting as an agent and/or principal, up to an amount of shares (the “Securities”) of the Company’s common stock, without par value $0.01 per share, of the Company (the “Common Stock”), ) having an aggregate sale price of up to $800,000,000 250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and on September 19, 2024 which became effective upon filing under Rule 462(e) with the Securities and Exchange Commission (the Rule 462(e)Commission”) pursuant to Rule 462 of the rules and regulations of the Commission under the Securities Act of 1933, (as amended, and the rules and regulations thereunder (the “Securities Act”defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales an Agent as principal principal, it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and with such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236282206), including a base prospectusprospectus (the “Base Prospectus”), relating to certain securities, including the Securities to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementBase Prospectus. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statementBase Prospectus, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectusBase Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Hawaiian Electric Co Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, each acting as agent and/or principal, shares (the “Securities”) Common Shares of common stockBeneficial Interest, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇▇▇ Sachs shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company with the Securities and Exchange Commission (the “Commission”), which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇▇▇ Sachs as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and substance satisfactory collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, KeyBanc Capital Markets Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to both this Agreement and the Company and such Sales AgentAlternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236224135), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇▇▇ Sachs, for use by the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may (a) issue and sell to or through one or more of the Sales Agents, each severally and not jointly, acting as principal and/or as sales agent and/or principalfor the Company, shares (the “Primary Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an and (b) instruct the applicable Agents, severally and not jointly, to offer and sell borrowed shares of Common Stock (the “Forward Hedge Securities,” and together with the Primary Securities, the “Securities”) as forward sellers for the applicable Forward Purchasers, all on the terms and subject to the conditions set forth in this Agreement; provided that the aggregate sale gross sales price of up Securities sold pursuant to clauses (a) and (b) above shall not exceed $800,000,000 500,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 Agreement regarding the number and aggregate sale price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and none of the Sales Agents and the Forward Purchasers shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through the Sales Agents Agent(s) will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms has prepared and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an Commission”) an automatic shelf registration statement statement” (as defined in Rule 405 under the Securities Act), on Form S-3ASR S-3 (File No. 333-254236270557), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”automatic shelf registration statement became automatically effective upon filing under Rule 462(e). The Company has prepared a prospectus supplement specifically relating to the Securities (the Prospectus SupplementRegistration Statement) to the base prospectus included , as part of such automatic shelf registration statement. The Company will furnish to the Sales Agentsany time, for use by the Sales Agents, copies of the prospectus included as part of means such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Securities within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the exhibits and any schedules thereto at such time, the documents incorporated or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference thereintherein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus filed as part of such automatic shelf registration statement, as amended in the form in which it has been filed most recently with the Commission in accordance with this Agreement, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Base Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) under the Securities Act (“Rule 424(b)”). Such final prospectus supplement, as amended by the prospectus supplement filed most recently with the Commission in accordance with this Agreement, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agents, or such Agent(s), as the case may be, for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”).. As used in this Agreement:

Appears in 1 contract

Sources: Equity Distribution Agreement (National Health Investors Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more either of the Sales Placement Agents, each acting as agent and/or principal, up to 8,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Sales Placement Agents shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236226128), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Placement Agents, for use by the Sales Placement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).the

Appears in 1 contract

Sources: Equity Distribution Agreement (Granite Point Mortgage Trust Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇ Fargo Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236218300), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Digimarc CORP)

Description of Securities. (a) . Each of the Company Company, the Adviser and the Operating Partnership Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Placement Agents, each acting as agent and/or principal, shares (of the “Securities”) of Company’s common stock, $0.01 par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 125,000,000.00 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the “Securities”) shall be the sole responsibility of the Company, and the Sales Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic a shelf registration statement on Form S-3ASR N-2 (File No. 333-254236234798), including a base prospectus, relating to certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934Securities. Such registration statement was declared effective on January 13, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”)2020. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it most recently became effective, including all documents filed as part thereof and incorporated or deemed to be incorporated therein by reference therein (the “Incorporated Documents”)reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 424 under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 424 under the Securities Act, relating to the Securities, including documents incorporated or deemed to be incorporated therein by reference, is herein called the “Prospectus.” Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. On January 2, 2008, Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 (File No. 814-00755) (the “Notification of Election”) was filed with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), pursuant to which the Company elected to be treated as a business development company (“BDC”). The Company has entered into an amended and restated investment advisory agreement, dated as of March 19, 2021 (the “Investment Advisory Agreement”), with the Adviser, registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has entered into an administration agreement, dated as of September 30, 2019 (the “Administration Agreement”), with the Administrator.

Appears in 1 contract

Sources: Equity Distribution Agreement (Oaktree Specialty Lending Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsJefferies, each acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) of classified as common stock, par value $0.01 0.0001 per share, of the Company share (the “Common StockShares”), having an aggregate sale price of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236183645), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsJefferies, for use by the Sales AgentsJefferies, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“E▇▇▇▇”), as supplemented by its Interactive Data Electronic Applications system. The Company and the Operating Partnerships have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with KeyBanc Capital Markets Inc. (the “Alternative Manager”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Lexington Realty Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsJefferies, each acting as agent and/or principal, shares (the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”)Shares, having an aggregate sale price of up to $800,000,000 164,743,985 (the “Maximum Amount”), of which $100,000,000 remains unissued and unsold as of the date of this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement has prepared and filed with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filedCommission, in accordance with the provisions of the Securities ActAct of 1933, with as amended, and the Securities rules and Exchange Commission regulations thereunder (collectively, the “CommissionSecurities Act) ), an automatic shelf registration statement on Form S-3ASR (File No. 333-254236223257), to be used in connection with the public offering and sale of certain securities of the Company, including the Securities, under the Securities Act, which became effective when filed on February 27, 2018 pursuant to Rule 462(e) under the Securities Act, including a base prospectusprospectus (the “Base Prospectus”) dated February 27, relating to certain securities2018, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the remaining unissued and unsold Securities dated March 14, 2019 (the “Prospectus Supplement”) to the base prospectus Base Prospectus, to be included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsJefferies, for use by the Sales AgentsJefferies, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectusBase Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“E▇▇▇▇”), as supplemented by its Interactive Data Electronic Applications system. The Company has also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with KeyBanc Capital Markets Inc. (the “Alternative Manager”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Lexington Realty Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, JMP Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsBarclays, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale sales price (when taken together with the aggregate sales price of any Securities sold pursuant to the separate equity distribution agreement with respect to the Securities dated April 29, 2015 (the “Alternative Equity Distribution Agreement”) between the Company and ▇▇▇▇▇ Fargo Securities, LLC (the “Alternative Manager”)) of up to $800,000,000 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale sales price of the Securities issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and the Sales Agents Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Barclays will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236195496), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsBarclays, for use by the Sales AgentsBarclays, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof incorporated or deemed incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (CMS Energy Corp)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236252097), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, BofA Securities, Inc., ▇▇▇▇▇▇▇▇▇ LLC, Mizuho Securities USA LLC and BTIG, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dupont Fabros Technology, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 125,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided ▇▇▇▇▇▇▇ ▇▇▇▇▇ does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236173468), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, for use by the Sales Agents▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“▇▇▇▇▇”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, LLC (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales AgentsBAML, each acting as agent and/or principal, common shares (the “Securities”) of common stockbeneficial interest, par value $0.01 per share, of the Company (the “Common StockShares”), having an aggregate sale price of up to $800,000,000 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Sales Agents BAML shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents BAML will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent BAML as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236192137), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsBAML, for use by the Sales AgentsBAML, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Citigroup Global Markets Inc., ▇▇▇▇▇ Fargo Securities, LLC and RBC Capital Markets, LLC, respectively (each, an “Alternative Placement Agent” and together with BAML, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Appears in 1 contract

Sources: Equity Distribution Agreement (Chambers Street Properties)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, Regions Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236275138), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with BMO Capital Markets Corp., dated October 23, 2023, as amended, with BTIG, LLC, and dated February 17, 2023, as amended, with each of BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Citizens JMP Securities, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale offering price of up to $800,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agents Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Securities through by the Sales Agents Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236275138), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsAgent or the Forward Seller, as applicable, for use by the Sales AgentsAgent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with BNP Paribas Securities Corp., dated October 23, 2023, as amended, with BTIG, LLC, and dated February 17, 2023, as amended, with each of BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Citizens JMP Securities, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statementthe Original Registration Statement. The Company will furnish to the Sales AgentsAgent, for use by the Sales AgentsAgent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”)Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” , if any. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., RBC Capital Markets, LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Dupont Fabros Technology, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more either of the Sales Placement Agents, each acting as agent and/or principal, up to 20,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Sales Placement Agents shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236180791), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Placement Agents, for use by the Sales Placement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (Two Harbors Investment Corp.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell to or through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities and BofAS, each acting as agent and/or principalprincipal (each, an “Agent,” and collectively, the “Agents”), common shares in the capital of the Company, par value €0.02 per share (the “Common Shares” or the “Securities”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), having an aggregate sale price of up to $800,000,000 60,000,000 and in any event no more than the number of Common Shares that may be issued under the Company’s authorized share capital included in its Articles of Association from time to time (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective automatically upon filing under pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales an Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236245691), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statementThe “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Core Laboratories N V)

Description of Securities. (a) . Each of The Company has authorized and proposes to issue and sell, in the Company and the Operating Partnership agrees that, from time to time during the term of manner contemplated by this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company stock (the “Common Stock”), ) having an aggregate sale price Sales Price (as defined below) of up to $800,000,000 200,000,000 (as it may be amended from time to time pursuant to Section 9(c) hereof, the “Maximum Amount). Notwithstanding anything , upon the terms and subject to the contrary conditions contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) with the Securities and Exchange Commission (the Rule 462(e)Commission”) pursuant to Rule 462 of the rules and regulations of the Commission under the Securities Act of 1933, (as amended, and the rules and regulations thereunder (the “Securities Act”defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent an Agent, as principal (a “Principal Transaction”), it will enter into a separate written agreement with such Sales Agent (each, a “Terms Agreement”), in substantially the form of Exhibit H hereto, containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3, as amended (File No. 333-254236258792) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesOriginal Registration Statement. Except where the context otherwise requires, such automatic shelf the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date, in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” Act. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Securities, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Agents have been appointed by the Company as its agents to sell the Securities and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Securities offered by the Company upon the terms and subject to the conditions contained herein. The Company reserves the right to appoint additional Agents to act as sales agents and/or principals, severally and not jointly, for the Securities. Any such additional Agent shall become a party to this Agreement and shall thereafter be subject to the provisions hereof and entitled to the benefits hereunder as an Agent upon the execution of a joinder letter substantially in the form attached hereto as Annex A, or such other form of acknowledgement acceptable to the Company, and delivery to the Company of addresses for notice hereunder. After the time an additional Agent is appointed, the Company shall deliver or cause to be delivered to such additional Agent copies of the documents delivered to the other Agents under Sections 7(o), 7(p), 7(q), 9(a)(5), 9(a)(7) and 9(a)(8). The aggregate Sales Price of the Securities that may be sold pursuant to this Agreement and any Terms Agreements shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate Sales Price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Agents shall have any obligation in connection with such compliance. As used in this Agreement, the following terms have the respective meanings set forth below:

Appears in 1 contract

Sources: Equity Distribution Agreement (Northwest Natural Holding Co)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsAgent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 750,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 0 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any the Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).registration

Appears in 1 contract

Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agentsto Placement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale gross sales price of up to $800,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under with the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”)Commission, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236252097), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇. The Transaction Entities have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with, ▇▇▇▇▇ Fargo Securities, LLC, BofA Securities, Inc., ▇▇▇▇▇▇▇▇▇ LLC and Mizuho Securities USA LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Appears in 1 contract

Sources: Equity Distribution Agreement (American Assets Trust, L.P.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 170,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided ▇▇▇▇▇ Fargo does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and amended (collectively with the rules and regulations thereunder (thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236173468), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo, for use by the Sales Agents▇▇▇▇▇ Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system System (“▇▇▇▇▇”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales Agents▇▇▇▇▇ Fargo Securities, each acting as agent and/or principal, shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent ▇▇▇▇▇ Fargo Securities as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236196032), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents▇▇▇▇▇ Fargo Securities, for use by the Sales Agents▇▇▇▇▇ Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means such automatic shelf registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act (“Rule 424(b)”) or and the documents and information otherwise deemed to be a part thereof as of such automatic shelf registration statement time pursuant to Rule 430B under of the Securities Act (“Rule 430B”); provided, is herein called however, that the “Registration Statement.The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”).

Appears in 1 contract

Sources: Equity Distribution Agreement (Digimarc CORP)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of to the Sales AgentsPlacement Agent, each acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share, of the Company share (the “Common Stock”), having an aggregate sale price offering amount of up to $800,000,000 (the “Maximum Amount”)50,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became after such Registration Statement has been declared effective upon filing by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue its Common Stock or any other securities under Rule 462(e) (“Rule 462(e)”) under this Agreement, through the Placement Agent or pursuant to the Registration Statement. The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR (File No. 333-254236)S-3, including a base prospectus, prospectus relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared may file an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) (the “Rule 462(b) Registration Statement”). The Company shall prepare a prospectus or prospectus supplement specifically relating to the Securities (the “Prospectus SupplementATM Prospectus”) to the base prospectus included as part of such automatic shelf registration statement. The Upon the Placement Agent’s request, the Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesATM Prospectus. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effectiveamended, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (including the Rule 430B”462(b) Registration Statement), is herein called the “Registration Statement.” The Registration Statement at base prospectus and ATM Prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by a prospectus supplement relating to the Prospectus SupplementSecurities, in the form in which such base prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (Marin Software Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through one or more of the Sales AgentsPlacement Agent, each acting as agent and/or principal, up to an aggregate value of $25,000,000 of shares (the “Securities”) of common stock, par value $0.01 per share, of the Company share (the “Common Stock”), having an aggregate sale price of up to $800,000,000 (the “Maximum Amount”)Company. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing under Rule 462(e) (“Rule 462(e)”) under by the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The , and provided further that nothing in this Agreement shall prevent the Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter from entering into a separate written equity distribution agreement with such Sales another Placement Agent containing with respect to the terms and conditions of such sale in form and substance satisfactory Shares (an “Alternative Equity Distribution Agreement”) subsequent to both the Company and such Sales Agentdate hereof. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf a registration statement on Form S-3ASR S-3 (File No. 333-254236179314), including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsPlacement Agent, for use by the Sales AgentsPlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (“Rule 430B”)Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇.

Appears in 1 contract

Sources: Equity Distribution Agreement (New York Mortgage Trust Inc)

Description of Securities. (a) . Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales Agents, each acting as agent and/or principal, common shares (the “Securities”) of common stockthe Company, no par value $0.01 per share, of the Company share (the “Common StockShares”), having an aggregate sale offering price of up to $800,000,000 500,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company with the Securities and which Exchange Commission (the “Commission”) and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act, ”) with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR S-3 (File No. 333-254236262915), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyCompany hereunder, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effectivefrom time to time or as supplemented, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under (the Securities Act (“Rule 430B430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”▇ (as defined below).

Appears in 1 contract

Sources: Equity Distribution Agreement (Apple Hospitality REIT, Inc.)

Description of Securities. (a) . Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through one or more of the Sales AgentsCiti, each acting as agent and/or principal, common shares (the “Securities”) of common stockbeneficial interest, par value $0.01 per share, of the Company (the “Common StockShares”), having an aggregate sale price of up to $800,000,000 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Sales Agents Citi shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents Citi will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to any Sales Agent Citi as principal it will enter into a separate written agreement with such Sales Agent containing the terms and conditions of such sale in form and substance satisfactory to both the Company and such Sales Agentsale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-254236192137), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales AgentsCiti, for use by the Sales AgentsCiti, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein (the “Incorporated Documents”)therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and RBC Capital Markets, LLC, respectively (each, an “Alternative Placement Agent” and together with Citi, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Appears in 1 contract

Sources: Equity Distribution Agreement (Chambers Street Properties)