Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 2 contracts
Sources: Atm Sales Agreement (Flaherty & Crumrine Preferred & Income Fund Inc), Atm Sales Agreement (Flaherty & Crumrine PREFERRED & INCOME OPPORTUNITY FUND INC)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount having an aggregate sale price of Shares that up to $300,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 1 regarding the amount number and aggregate sale price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to ▇▇▇▇▇▇▇ ▇▇▇▇▇ as principal it shall enter into a separate written agreement (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and any applicable Terms Agreement. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form N-2S-3 (File No. 333-216233), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Exchange Act. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus or prospectusesincluded as part of such registration statement. The Company shall furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, covering the registration for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the Shares prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. 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 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 and information otherwise deemed to be a part thereof as of 1933such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, as amended (however, that the “Securities Act”). The Registration Statement” without reference to a time means such registration statement as amendedamended 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 theretothereto at such time, at the time it became effective, including the information, if any, documents and information 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 the registration statement at the such time of its effectiveness pursuant to Rule 430B or 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 430C (as applicable424(b) under the Securities Act is hereinafter referred to as herein called the “Prospectus.” Any reference herein to the Registration Statement”; , the prospectusProspectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, dated as of April 16, 2021, included in and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement at or the time it became effective on April 19, 2021 (including Prospectus shall be deemed to refer to and include the information, if any, filing after the execution hereof of any document with the Commission deemed to be part incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement at Statement, the time of effectiveness pursuant Prospectus or to Rule 430B any amendment or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred supplement thereto shall be deemed to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 include any copy filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (the “Alternative Distribution Agreements”) system), dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC (together, the “Alternative 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.
Appears in 1 contract
Sources: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $0.001 per share (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar having an aggregate offering amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant up to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount number of Shares to be Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SharesStatement. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-265470), including a base prospectus relating to certain securities, including the exhibits and schedules theretoSecurities, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as amended, when it became effective, and Regulationsany post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference 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 or deemed to be a part of such 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 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in this Agreement 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 one or more prospectus supplements, including 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 any 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. 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 amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Aileron Therapeutics, Inc.)
Description of Securities. Each of the The Company and the Investment Adviser agrees that, from time proposes 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 Virtuor to the Manager, acting as sales agent and/or principal, shares of the Company’s Class B common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall having an aggregate gross sales price of up to $200,000,000 (the Company issue or sell through Virtu such number or dollar amount of Shares that (a“Shares”) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 3 of this Section 1 regarding the amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such complianceAgreement. The issuance and sale of Company agrees that whenever it determines to sell the Shares through Virtu will be effected pursuant directly to the Registration Statement Manager as principal, it will enter into a separate agreement (as defined beloweach, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The Company has filed by the Company and declared effective by 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 Shares. The Company has filed or shall file with the Commission ) a shelf registration statement on Form N-2S-3 (No. 333-133187), including the base related preliminary prospectus or prospectuses, covering which registration statement became effective upon filing with the registration Commission under Rule 462(e) of the Shares rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “Securities 1933 Act”). The Such registration statement covers the registration of the Shares under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations relating to the offering of the Shares. Such registration statement as amendedamended to the date of this Agreement, including the exhibits and schedules thereto, at the time it became effective, including the information, information (if any, ) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B 430A or Rule 430C (as applicable) 430B under the Securities 1933 Act and the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of its most recent effective date, is hereinafter referred to as the “Registration Statement”; ,” the prospectusrelated base prospectus dated April 10, dated 2006 filed as part of such Registration Statement, including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part date of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributedsuch prospectus, is hereinafter referred to as the “Base Prospectus”; ” and the most recent prospectus supplement dated April 30relating to the Shares, 2021 to be filed by the Company with the Commission pursuant to Rule 424424(b), as applicable under in the Securities Act and form furnished by the Company to be used to confirm sales the Manager in connection with the offering of the Shares, is hereinafter referred toto as the “Prospectus Supplement.” In addition, together from time to time as provided by Section 3(a)(vii) of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 424(b) (each, an “Interim Prospectus Supplement”). The Base Prospectus, as supplemented by (i) the Prospectus Supplement including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of the date of such prospectus, and (ii) the most recently filed Interim Prospectus Supplement (if any), is hereinafter referred to as the “Prospectus.” If the The Company has filed or if the Company shall file with the Commission also entered into an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act equity distribution agreement (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Alternative Equity Distribution Agreement”), (ii) a custody agreement dated of even date herewith, with The Bank of New York Mellon dated as of April 9, 2001 UBS Securities LLC (the “Custody AgreementAlternative Manager”), (iii) an administration agreement with . The Bank aggregate gross sales price of New York Mellon dated as of November 1, 2003 the Shares that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreement shall not exceed $200,000,000 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency AgreementMaximum Amount”). CollectivelyWhenever the Company determines to sell the Shares directly to the Alternative Manager as principal, it will enter into a separate agreement (each, an “Alternative Terms Agreement”) in substantially the Investment Advisory form of Annex I to the Alternative Equity Distribution Agreement, the Custodian Agreement, the Administration . This Agreement and the Transfer Agency Alternative Equity Distribution Agreement are herein sometimes hereinafter referred to as the “Company Distribution Agreements.” In addition”. For purposes of this Agreement, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All all references in this Agreement to the Registration Statement and or the Prospectus, Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“E▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Prospectus (or other references of like import) systemshall 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 1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include any post-effective amendment to the Registration Statement and the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, as the case may be.
Appears in 1 contract
Sources: Equity Distribution Agreement (Continental Airlines Inc /De/)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to an aggregate value of $75,000,000 of shares of (a) the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided and/or (b) the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share and a liquidation preference of $25.00 per share (the “Preferred Stock,” and, together with the Common Stock, the “Securities”); provided, however, that in no event shall the Company issue or sell through Virtu the Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock and/or Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock and/or Preferred Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock and/or Preferred Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock and/or Preferred Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a) i), (ii), (iii), and (biv), as applicable, 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities, and provided further that nothing in this Agreement shall prevent the Company from entering into a separate equity distribution agreement with another Placement Agent with respect to the Securities (an “Alternative Equity Distribution Agreement”) subsequent to the date hereof. The Company is entering into an equity distribution agreement, dated March 20, 2015, with JMP Securities LLC (“JMP”) and may also enter into additional equity distribution agreements on or after the date hereof (collectively, the “Other Equity Distribution Agreements”) with additional sales agents (collectively with JMP, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Securities on the terms to be set forth in the Other Equity Distribution Agreements. The Placement Agent and the Alternative Agents are collectively referred to herein as the “Agents.” This Agreement and the Other Equity Distribution Agreements are collectively referred to herein as the “Equity Distribution Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Equity Distribution Agreements shall not exceed the lesser of $75,000,000 or the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Agent as principal, it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Agent covering such sale. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-198177), including a base prospectus, relating to, among other securities of the Company, the Common Stock and Preferred Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York Mortgage Trust Inc)
Description of Securities. Each of the The Company and the Investment Adviser agrees that, from time to time during the term of this Agreement, on the basis of the representations and warranties contained herein and on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Virtuor to the Sales Agent, acting as agent and/or or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in Securities. In no event shall the Company issue or sell through Virtu or to the Sales Agent pursuant to this Agreement such number or dollar amount of Shares shares of its Common Stock that would exceed the dollar amount of shares of Common Stock (a) exceeds registered by the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or ), (b) exceeds permitted to be sold by the number Company under Form S-3 (including General Instruction I.B.6 thereof, to the extent then applicable), (c) for which the Company has filed a Prospectus Supplement (as defined below), or (d) authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors or a duly authorized but unissued shares of Common Stock committee thereof and notified to the Sales Agent in writing (each the lesser of (a) and ), (b), as applicable(c) and (d), 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu or to the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “ProspectusSecurities.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Equity Distribution Agreement (ONCOSEC MEDICAL Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtu▇▇▇▇▇ Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate sale price of Shares that up to $175,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount number and aggregate sale price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇ Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇ Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2S-3ASR (File No. 333-174668), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇ Fargo Securities, for use by ▇▇▇▇▇ 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 registration statement 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, and the Prospectus, or including any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 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”) system), dated as of even date herewith, with each of ▇▇▇▇▇▇▇▇▇ & Company, Inc. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (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. Each of the The Company and the Investment Adviser 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 Virtu▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)shares of beneficial interest, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate sale price of Shares that up to $215,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount aggregate sale price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-188534), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 Company and the Partnership have also entered into four separate equity distribution agreements (each, as amended, an “Alternative Distribution Agreement”): (i) systemwith ▇▇▇▇▇ Fargo Securities, LLC, dated as of May 16, 2011 and amended as of December 20, 2011 and July 31, 2013 and further amended as of the date hereof; (ii) with KeyBanc Capital Markets Inc., dated as of May 16, 2011 and amended as of December 20, 2011 and July 31, 2012 and further amended as of the date hereof; (iii) with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, dated as of July 31, 2012 and amended as of the date hereof, and (iv) with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc.,▇▇▇▇▇▇▇▇▇ LLC, dated as of the date hereof (each of ▇▇▇▇▇ Fargo Securities, LLC, KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc.,▇▇▇▇▇▇▇▇▇ LLC, 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. Each of the Company and the Investment Adviser 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 Virtuor to ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate offering price of Shares that up to $120,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-161751), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement specifically relating to the Registration Statement and Securities (the Prospectus“Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 via ▇▇▇▇▇ (other than in connection with any opinion given by counsel in Section 7 hereof, 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”) system), dated as of even date herewith, with each of UBS Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC (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. Each of the Company and Company, the Investment Adviser and the 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 VirtuPlacement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock stock, par value $0.001 per share (the “Common Stock”), or (ii) 7.75% Series B Term Preferred Stock due 2026, par value $0.01 0.001 per share (the “Series B Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-218611 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16June 8, 20212017, included in the Registration Statement at the time it became effective on April 19June 14, 2021 2017 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30June 28, 2021 2017 filed with the Commission pursuant to Rule 424, as applicable 497 under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 2216, 2008 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon ▇▇▇▇▇ Fargo Bank, National Association dated as of April 9July 20, 2001 2016 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1June 6, 2003 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1September 16, 1996 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Credit Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided having a maximum aggregate sales price of up to $100.0 million (the “Securities”); provided, however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the an effective Registration Statement (as defined below) registration statement pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s organizational documents, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a) i), (ii), (iii), and (biv), as applicable, 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-258589), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on August 6, are hereinafter referred 2021. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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, any Rule 462(b) Registration Statement (as defined below), 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 (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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York Mortgage Trust Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of common stock (the “Securities”) of the Company’s common stock , par value $0.001 per share (the “Common Stock”); provided, par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent (including issue Placement Notices (as defined below) for) such number or dollar amount of Shares the Securities that would (a) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of authorized but unissued shares of Common Stock less any shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized capital stock, (each c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the lesser of (a) and ), (b), as applicable(c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company has filed or shall file will file, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3, including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus or prospectus supplement specifically relating to collectively as the Securities (the “Rules Offering Prospectus”) included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the base prospectus included as part of such registration statement, along with the Offering Prospectus, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and Regulationsrelated prospectus or prospectus supplement (which shall be an Offering Prospectus) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference 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 or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The Offering Prospectus and the base prospectus, including all documents incorporated therein by reference, included in this Agreement the Registration Statement, as it may be supplemented, in the form in which such prospectus and/or Offering Prospectus 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. 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 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 amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock (the “Common Stock”), par value $0.01 0.001 per share, or (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,” together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-237583 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 29, 20212020, included in the Registration Statement at the time it became effective on April 19May 29, 2021 2020 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30December 20, 2021 filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar aggregate gross proceeds amount of Shares that (a) exceeds the number or dollar amount Securities, together with all sales of Shares registered on the effective Registration Statement Securities under any Alternative Equity Distribution Agreement (as defined below), that would exceed (a) pursuant to which the offering is being made or 4,000,000 shares, (b) exceeds the number of authorized but unissued shares of Common Stock plus the number of treasury shares of Common Stock then held by the Company or (each c) an aggregate of $50,000,000 in gross proceeds (the lesser of (a) and ), (b) or (c), as applicable, the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under any Alternative Equity Distribution Agreement. This Agreement supersedes and replaces the Equity Distribution Agreement, dated as of September 3, 2021, between the Company and the Placement Agent. For the avoidance of doubt, the Maximum Amount (i) shall be calculated based on all sales of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements together with any separate underwriting or similar agreement covering principal transactions described herein or therein and (ii) shall be reduced by the 38,880 Securities sold for an aggregate of $512,931 in gross proceeds under the prior equity distribution agreements dated as of September 3, 2021. 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 the amount number and aggregate sale price of Shares to be issued and the Securities sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Placement Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale (each, a “Terms Agreement”). Other than with respect to a Placement that is made pursuant to the procedures set forth in Section 2 of this Agreement, it is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to any Securities unless and until the Company and the Placement Agent have entered into a Terms Agreement. The Company has filed also entered into a separate equity distribution agreement (such agreement, collectively, together with any other equity distribution agreement with respect to the Securities into which the Company may enter into with Alternative Placement Agents (defined below), each an “Alternative Equity Distribution Agreement,” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with [ALTERNATE BANK NAME] (and, as applicable, its respective affiliates) (in its capacity as agent and/or principal thereunder, collectively, together with any other placement agent with which the Company may enter into an equity distribution agreement with respect to the Securities, each, an “Alternative Placement Agent,” and collectively, the “Alternative Placement Agents”), for the issuance and sale of Securities from time to time through the Alternative Placement Agent on the terms set forth in such Alternative Equity Distribution Agreement. With respect to any offer to sell Securities pursuant to this Agreement and any Alternative Equity Distribution Agreement, the Company agrees that any offer to sell Securities, any solicitation of an offer to buy Securities and any sales of Securities shall only be effected by or through the Placement Agent or an Alternative Placement Agent designated by the Company in the Placement Notice (the “Designated Agent”) for the period specified in such Placement Notice, and, unless otherwise agreed upon by the Company, the Placement Agent and each Alternative Placement Agent, the Company shall file in no event request that more than one agent, whether it be the Placement Agent or any Alternative Placement Agent, serve as the Designated Agent on the same day. The Company has filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement on Form S-3, as amendedamended (File No. 333-258971), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of offered for sale from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. 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 Regulationsany 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 and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” 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 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, 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.” All references in this Agreement 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. 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 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, the Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable copy filed with the Commission pursuant to ▇▇▇▇▇ or any successor 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Velocity Financial, Inc.)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 VirtuPlacement Agents, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 0.001 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu Placement Agents such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-234243 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16November 15, 20212019, included in the Registration Statement at the time it became effective on April 19November 15, 2021 2019 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30November 22, 2021 2019 filed with the Commission pursuant to Rule 424, as applicable 497 under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22April 17, 2008 2013 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 917, 2001 2013 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1July 16, 2003 2013 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1July 16, 1996 2013 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Flaherty & Crumrine Dynamic Preferred & Income Fund Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to 45,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-229917), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 27, are hereinafter referred 2019. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any substitute registration statement that may be to continue the registration of the Securities when it becomes effective, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 200,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-221299), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated October 26, are hereinafter referred to collectively as 2018 (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to [MKT NAME], or any amendments or supplements to any for use by [MKT NAME], copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with [●], [●] and [●] (collectively, the “Alternative Agents” and together with [MKT NAME], 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 VirtuSunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate sale price of Shares that up to $175,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount number and aggregate sale price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2S-3ASR (File No. 333-174668), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for use by SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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 registration statement 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, and the Prospectus, or including any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 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”) system), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇▇▇ & Company, Inc. (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. Each of the Company and the Investment Adviser 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 Virtuthe Sales Agent, acting as agent and/or principal, common shares of the Company’s common stock (the “Common StockSecurities”)) of beneficial interest, par value $0.01 per share share, of the Company (the “Common Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount having an aggregate offering price of Shares that up to $375,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Sales Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of 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 Shares. The Company has filed or shall file with the Commission ) a shelf registration statement on Form N-2S-3 (File No. 333-208717), including a base prospectus, relating to certain securities, including the base prospectus or prospectusesSecurities to be issued from time to time by the Company, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The which shelf registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became has become effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If which incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations thereunder, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively the Securities to the base prospectus included as part of such registration statement (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”). The Company will furnish to the Registration Statement and Sales Agent, for use by the ProspectusSales Agent, or any amendments or supplements to any copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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▇▇▇▇▇”) system.). As used in this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Sources: Equity Distribution Agreement (Gramercy Property Trust)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtu▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $0.001 per share (the “Common Stock”), par value ) having an aggregate offering price of up to $0.01 per share 75,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount number and aggregate market value of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Company hereby reserves the right to issue and sell securities other than through or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the term of this Agreement, subject to the notice provision contained in Section 7(k) hereof. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-156050), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement specifically relating to the Registration Statement and Securities (the Prospectus“Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”) system), dated as of even date herewith, with each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”).
Appears in 1 contract
Sources: Equity Distribution Agreement (Parkway Properties Inc)
Description of Securities. Each of the Company and the Investment Adviser 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 VirtuBofA ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 125,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-203753), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated May 4, are hereinafter referred to collectively as 2015 (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). 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, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (collectively, the “Alternative Agents” and together with BofA ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 700,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-277426), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated November 1, are hereinafter referred 2024 (as may be amended from time to collectively as time, the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to [MKT NAME], or any amendments or supplements to any for use by [MKT NAME], copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with [•], [•], [•], and [•] (collectively, the “Alternative Agents” and together with [MKT NAME], 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the The Company and the Investment Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth hereinin this Agreement and any Terms Agreement (as defined below), as applicable, the Company may issue and sell through Virtusell, acting as agent and/or principalin the manner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount having an aggregate offering price of Shares that up to $150,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under the Alternative Distribution Agreements (as defined below). The Company agrees that whenever it determines to sell Securities directly to any Manager, as principal, it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Exhibit A hereto, relating to such sale in accordance with Section 2(e) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms 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 amount maximum aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Manager, as principal or agent, will be effected Table of Contents pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a shelf registration statement as amendedon Form S-3 (File No. 333-254970), including a base prospectus, relating to certain securities, including the exhibits and schedules Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, at has been declared effective by the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) Commission under the Securities Act is hereinafter referred to 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 “Registration StatementExchange Act”; ). The Company has prepared a prospectus supplement specifically relating to the prospectus, dated Securities (the “Prospectus Supplement”) to the base prospectus included as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of such registration statement. The Company will furnish to the Registration Statement at Manager for use by the Manager 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 registration statement, on each date and time of effectiveness pursuant to Rule 430B that such registration statement and any post-effective amendment thereto initially became or Rule 430C becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as applicabledefined below) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 subsequently filed with the Commission pursuant to Rule 424, as applicable 424(b) under the Securities Act and or deemed to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated a part of such registration statement to register additional Shares pursuant to Rule 462(b) 430B under the Securities Act (the “Rule 462 Registration Statement430B Information”), then any is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, 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 term 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 such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement any copy filed with the Investment Adviser dated as of May 22Commission pursuant to the Commission’s Electronic Data Gathering, 2008 Analysis and Retrieval system (“Investment Advisory Agreement▇▇▇▇▇”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All ; 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 Registration Statement and Securities Act, are not required to be filed with the Prospectus, or any amendments or supplements to any of the foregoing Commission) shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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) systemshall 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.
Appears in 1 contract
Sources: Equity Distribution Agreement (CTO Realty Growth, Inc.)
Description of Securities. Each of the The Company proposes to issue and the Investment Adviser agrees that, sell from time to time during through the term of this AgreementAgent, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Virtu, acting as agent and/or principalsales agent, shares (the “Shares”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value $0.01 per share on the terms set forth in Section 3 of this ATM Equity Sales Agreement (this “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 “SharesSecurities Act”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a ) an automatic shelf registration statement on Form N-2S-3 (File No. 333-134404), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the a prospectus, dated as of April 16with respect to the Shares, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents which the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter which registration statement became effective upon filing under Rule 462(e) of the Securities Act. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B (“Rule 430B”) of the Securities Act is referred to collectively as “Rule 430B Information.” Except where the context otherwise requires, the registration statement, as it may have heretofore been amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) filed with the Commission pursuant to Rule 430B and Rule 424(b) under the Securities Act and also including any other registration statement filed with the Commission pursuant to Rule 462(b) and Rule 429 under the Securities Act, is herein called the “Rules Registration Statement,” and Regulationsthe final form of prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as amended or supplemented from time to time (including by any prospectus supplement thereto), is herein called the “Prospectus.” All references in this Agreement The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” 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 Prospectusfiling after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement or the Company is not a “well known seasoned issuer” as defined in Rule 405 of the Securities Act (“Rule 405”) or otherwise is unable to make the representation set forth in Section 2(a) at any time when such representation is required, or any amendments or supplements the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the foregoing Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement and all references to “Prospectus” included in this Agreement shall be deemed to include the applicable final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement, as amended or supplemented from time to time (including by any prospectus supplement thereto). For purposes of this Agreement, all references to the Registration Statement or the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Gathering Analysis and Retrieval System (“E▇▇▇▇▇”) system), and such copy shall be identical in content to any Prospectus delivered to the Agent for use in connection with the offering of the Shares.
Appears in 1 contract
Sources: Atm Equity Sales Agreement (Annaly Capital Management Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to 1,865,000 shares (the “Shares”) of the Company’s common stock (the “Common 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum AmountSeries B Preferred Stock”). 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 amount number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the Shares. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-215384), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Shares to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Shares (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Arlington Asset Investment Corp.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to 17,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-210454), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on March 29, are hereinafter referred 2016. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22August 26, 2008 2003 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9August 29, 2001 2003 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1August 29, 1996 2003 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Flaherty & Crumrine Total Return Fund Inc)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 VirtuPlacement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock stock, par value $0.001 per share (the “Common Stock”)[, par value $0.01 per share or (ii) [Series Preferred Stock (the “Series Preferred Stock”], together with the Common Stock, the “Shares”)], provided however, that in no event shall the Company issue or sell through Virtu Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock [or Series Preferred Stock], as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-[ ] and 811-[ ]), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021[ ], included in the Registration Statement at the time it became effective on April 19, 2021 [ ] (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 [ ] filed with the Commission pursuant to Rule 424, as applicable 497 under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Agent, acting as agent and/or principal, shares of the Company’s common stock stock, $0.01 par value per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 100,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount aggregate offering price of Shares to be the shares of Common Stock issued and sold under this Agreement (such shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Virtu the Agent shall not have no any obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file filed, pursuant to the Securities Act of 1933, as amended (collectively with the rules and regulations of the Commission promulgated thereunder, the “Securities Act”), with the Commission a shelf registration statement on Form N-2N-2 (File No. 333-283503), including a base prospectus relating to the Common Stock to be issued from time to time by the Company. Such registration statement was declared effective on January 13, 2025. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus or prospectuses, covering the prospectus. Such registration of the Shares under the Securities Act of 1933statement, as amended (the “Securities Act”). The registration statement as amendedwhen it most recently became effective, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, thereto and all documents incorporated or deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusincorporated by reference therein, dated as of April 16, 2021, included and including any information contained in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the a prospectus supplement dated April 30, 2021 subsequently filed with the Commission pursuant to Rule 424, as applicable 424 under the Securities Act (“Rule 424”) with respect to the offer, issuance and/or sale of the Shares and deemed to be used to confirm sales is hereinafter referred to, together with a part of the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement pursuant to register additional Rule 430B under the Securities Act, and also including any registration statement relating to the Shares filed pursuant to Rule 462(b) under the Securities Act (the a “Rule 462 462(b) Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein is hereinafter referred to as the “Company AgreementsRegistration Statement.” In additionThe base 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 has adopted a dividend reinvestment and cash purchase plan (with the Commission pursuant to Rule 424, including documents incorporated or deemed to be incorporated therein by reference, is herein called the “Dividend Reinvestment Plan”) Prospectus.” Any reference herein to the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to which holders Rule 424, in each case after the date of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940the Prospectus Supplement or the Prospectus, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” case may be. All references in this Agreement to the Registration Statement and Statement, the Prospectus, Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇).
Appears in 1 contract
Sources: Equity Distribution Agreement (Great Elm Capital Corp.)
Description of Securities. Each of the The Company and the Investment Adviser agrees that, from time proposes 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 Virtuor to the Manager, acting as sales agent and/or principal, shares of the Company’s Class B common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall having an aggregate gross sales price of up to $200,000,000 (the Company issue or sell through Virtu such number or dollar amount of Shares that (a“Shares”) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 3 of this Section 1 regarding the amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such complianceAgreement. The issuance and sale of Company agrees that whenever it determines to sell the Shares through Virtu will be effected pursuant directly to the Registration Statement Manager as principal, it will enter into a separate agreement (as defined beloweach, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The Company has filed by the Company and declared effective by 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 Shares. The Company has filed or shall file with the Commission ) a shelf registration statement on Form N-2S-3 (No. 333-133187), including the base related preliminary prospectus or prospectuses, covering which registration statement became effective upon filing with the registration Commission under Rule 462(e) of the Shares rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “Securities 1933 Act”). The Such registration statement covers the registration of the Shares under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations relating to the offering of the Shares. Such registration statement as amendedamended to the date of this Agreement, including the exhibits and schedules thereto, at the time it became effective, including the information, information (if any, ) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B 430A or Rule 430C (as applicable) 430B under the Securities 1933 Act and the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of its most recent effective date, is hereinafter referred to as the “Registration Statement”; ,” the prospectusrelated base prospectus dated April 10, dated 2006 filed as part of such Registration Statement, including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part date of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributedsuch prospectus, is hereinafter referred to as the “Base Prospectus”; ” and the most recent prospectus supplement dated April 30relating to the Shares, 2021 to be filed by the Company with the Commission pursuant to Rule 424424(b), as applicable under in the Securities Act and form furnished by the Company to be used to confirm sales the Manager in connection with the offering of the Shares, is hereinafter referred toto as the “Prospectus Supplement.” In addition, together from time to time as provided by Section 3(a)(vii) of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 424(b) (each, an “Interim Prospectus Supplement”). The Base Prospectus, as supplemented by (i) the Prospectus Supplement including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of the date of such prospectus, and (ii) the most recently filed Interim Prospectus Supplement (if any), is hereinafter referred to as the “Prospectus.” If the The Company has filed or if the Company shall file with the Commission also entered into an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act equity distribution agreement (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Alternative Equity Distribution Agreement”), (ii) a custody agreement dated of even date herewith, with The Bank of New York Mellon dated as of April 9, 2001 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the “Custody AgreementAlternative Manager”), (iii) an administration agreement with . The Bank aggregate gross sales price of New York Mellon dated as of November 1, 2003 the Shares that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreement shall not exceed $200,000,000 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency AgreementMaximum Amount”). CollectivelyWhenever the Company determines to sell the Shares directly to the Alternative Manager as principal, it will enter into a separate agreement (each, an “Alternative Terms Agreement”) in substantially the Investment Advisory form of Annex I to the Alternative Equity Distribution Agreement, the Custodian Agreement, the Administration . This Agreement and the Transfer Agency Alternative Equity Distribution Agreement are herein sometimes hereinafter referred to as the “Company Distribution Agreements.” In addition”. For purposes of this Agreement, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All all references in this Agreement to the Registration Statement and or the Prospectus, Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System system (“E▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Prospectus (or other references of like import) systemshall 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 1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include any post-effective amendment to the Registration Statement and the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, as the case may be.
Appears in 1 contract
Sources: Equity Distribution Agreement (Continental Airlines Inc /De/)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agents, acting as agent agents and/or principalprincipals, up to 25,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agents such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-283034), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement filed with the Commission on November 6, are hereinafter referred 2024 became effective under the Securities Act on December 4, 2024. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus, dated November 6, 2024, included as part of such registration statement. The Company will furnish to each Placement Agent, for use by such Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any substitute registration statement that may be filed to continue the registration of the Securities when it becomes effective, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of beneficial interest in the Company’s common stock Company (the “Common Stock”), no par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 21, 2021, included in the Registration Statement at the time it became effective on April 19May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30October 19, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22July 27, 2008 2004 (“Investment Advisory Agreement”), (ii) a custody agreement with The State Street Bank of New York Mellon and Trust Company dated as of April December 9, 2001 2013 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon ALPS Fund Services, Inc. dated as of November 1July 27, 2003 2004 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) DST Systems, Inc. dated as of December 1June 13, 1996 2013 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Clough Global Dividend & Income Fund)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuthe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.0001 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 100,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by 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 Shares. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form N-2S-3 (File No. 333-201420), including a base prospectus, relating to certain securities, including the base prospectus or prospectusesSecurities to be issued from time to time by the Company, covering which shelf registration statement was declared effective by the registration of the Shares 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 1933the Securities Exchange Act of 1934, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities 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 registration statement statement. The Company will furnish to the Manager, for use by the Manager, copies of the prospectus included as amendedpart of such registration statement, including as supplemented by the exhibits and schedules theretoProspectus Supplement, at relating to the time Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including the informationall documents filed as part thereof or incorporated by reference therein, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C and including any information contained in a Prospectus (as applicabledefined below) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 subsequently filed with the Commission pursuant to Rule 424, as applicable 424(b) under the Securities Act and or deemed to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated a part of such registration statement to register additional Shares pursuant to Rule 462(b) 430B under the Securities Act (the “Rule 462 Registration Statement430B Information”), then is herein called 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) 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 term 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 such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval System system (“E▇▇▇▇”). The Company will contribute the Net Proceeds (as defined in Section 6(b)) systemfrom 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 in Section 6(b)), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“OP 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 [ ], [ ] and [ ] (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
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 500,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-277426), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated February 28, are hereinafter referred 2024 (as may be amended from time to collectively as time, the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to [MKT NAME], or any amendments or supplements to any for use by [MKT NAME], copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with [•], [•], [•], and [•] (collectively, the “Alternative Agents” and together with [MKT NAME], 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuor to ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)shares of beneficial interest, par value $0.01 per share (the “Common Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate offering price of Shares that up to $25,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The , and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement as amendedon Form S-3 (File No. 333-155729), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement to the Registration Statement and base prospectus specifically relating to the ProspectusSecurities (the “Prospectus Supplement”) included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 via ▇▇▇▇”) system▇ (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via ▇▇▇▇▇).
Appears in 1 contract
Sources: Equity Distribution Agreement (Kite Realty Group Trust)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of beneficial interest in the Company’s common stock Company (the “Common Stock”), no par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 21, 2021, included in the Registration Statement at the time it became effective on April 19May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30October 19, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22April 25, 2008 2006 (“Investment Advisory Agreement”), (ii) a custody agreement with The State Street Bank of New York Mellon and Trust Company dated as of April December 9, 2001 2013 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon ALPS Fund Services, Inc. dated as of November 1October 24, 2003 2006 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) DST Systems, Inc. dated as of December 1June 13, 1996 2013 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Clough Global Opportunities Fund)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock (the “Common Stock”), par value $0.01 0.001 per share, or (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,” together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-[●] and 811-[●]), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16[●], 20212023, included in the Registration Statement at the time it became effective on April 19[●], 2021 2023 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30[●], 2021 2023 filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon ▇▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agents, acting as agent agents and/or principalprincipals, up to 18,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agents such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-262861), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 18, are hereinafter referred 2022, and Post-Effective Amendment No. 1 thereto, filed with the Commission on February 14, 2023, Post-Effective Amendment No. 2 thereto, filed with the Commission on February 23, 2023, and Post-Effective Amendment No. 3 thereto, filed with the Commission on April 6, 2023, were filed to collectively convert the Registration Statement to the proper ▇▇▇▇▇ submission type for a non-automatic shelf registration statement, as a result of the Company no longer qualifying as a well-known seasoned issuer. Post-Effective Amendment No. 3 became effective under the Securities Act on April 11, 2023, and includes the Company’s base prospectus, dated April 6, 2023. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to each Placement Agent, for use by such Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any substitute registration statement that may be filed to continue the registration of the Securities when it becomes effective, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agents, acting as agent agents and/or principalprincipals, up to 16,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agents such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-262861), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 18, are hereinafter referred 2022, and Post-Effective Amendment No. 1 thereto filed with the Commission on February 14, 2023, under the Securities Act, which includes the Company’s base prospectus, dated February 14, 2023. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to each Placement Agent, for use by such Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any substitute registration statement that may be filed to continue the registration of the Securities when it becomes effective, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuor to ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)shares of beneficial interest, par value $0.01 per share (the “Common Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate offering price of Shares that up to $50,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The 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., Citigroup Global Markets Inc., ▇▇▇▇▇ Fargo Securities, LLC and Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, Incorporated (each, an “Alternative Agent” and together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, the “Agents”). The aggregate gross sales price of the Securities that 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 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 Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The , and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement as amendedon Form S-3 (File No. 333-178792), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement to the Registration Statement and base prospectus specifically relating to the ProspectusSecurities (the “Prospectus Supplement”) included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 via ▇▇▇▇”) system▇ (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via ▇▇▇▇▇).
Appears in 1 contract
Sources: Equity Distribution Agreement (Kite Realty Group Trust)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to an aggregate value of $75,000,000 of shares of (a) the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided and/or (b) the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share and a liquidation preference of $25.00 per share (the “Preferred Stock,” and, together with the Common Stock, the “Securities”); provided, however, that in no event shall the Company issue or sell through Virtu the Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock and/or Preferred Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock and/or Preferred Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock and/or Preferred Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock and/or Preferred Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a) i), (ii), (iii), and (biv), as applicable, 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities, and provided further that nothing in this Agreement shall prevent the Company from entering into a separate equity distribution agreement with another Placement Agent with respect to the Securities (an “Alternative Equity Distribution Agreement”) subsequent to the date hereof. The Company is entering into an equity distribution agreement, dated March 20, 2015, with MLV & Co. LLC (“MLV”) and may also enter into additional equity distribution agreements on or after the date hereof (collectively, the “Other Equity Distribution Agreements”) with additional sales agents (collectively with MLV, the “Alternative Agents”) for the issuance and sale from time to time to or through the Alternative Agents of the Securities on the terms to be set forth in the Other Equity Distribution Agreements. The Placement Agent and the Alternative Agents are collectively referred to herein as the “Agents.” This Agreement and the Other Equity Distribution Agreements are collectively referred to herein as the “Equity Distribution Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Equity Distribution Agreements shall not exceed the lesser of $75,000,000 or the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Agent as principal, it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Agent covering such sale. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-198177), including a base prospectus, relating to, among other securities of the Company, the Common Stock and Preferred Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York Mortgage Trust Inc)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 VirtuPlacement Agents, acting as agent and/or principal, shares of the Company’s (i) common stock stock, par value $0.001 per share (the “Common Stock”), or (ii) 7.75% Series B Term Preferred Stock due 2026, par value $0.01 0.001 per share (the “Series B Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu Placement Agents such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-218611 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16June 8, 20212017, included in the Registration Statement at the time it became effective on April 19June 14, 2021 2017 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30November 22, 2021 2019 filed with the Commission pursuant to Rule 424, as applicable 497 under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 2216, 2008 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon ▇▇▇▇▇ Fargo Bank, National Association dated as of April 9July 20, 2001 2016 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1June 6, 2003 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1September 16, 1996 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Credit Co Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of beneficial interest in the Company’s common stock Company (the “Common Stock”), no par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 21, 2021, included in the Registration Statement at the time it became effective on April 19May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30October 19, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22April 26, 2008 2005 (“Investment Advisory Agreement”), (ii) a custody agreement with The State Street Bank of New York Mellon and Trust Company dated as of April December 9, 2001 2013 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon ALPS Fund Services, Inc. dated as of November 1April 26, 2003 2005 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) DST Systems, Inc. dated as of December 1June 13, 1996 2013 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 0.001 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 25, 20212022, included in the Registration Statement at the time it became effective on April 19May 25, 2021 2022 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30June 1, 2021 2022 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory and management agreement with the Investment Adviser dated as of May 22February 28, 2008 2011 (“Investment Advisory Agreement”), (ii) a custody agreement with The U.S. Bank of New York Mellon National Association dated as of April 9March 1, 2001 2019 (the “Custody Agreement”), (iii) an a fund administration servicing agreement with The Bank of New York Mellon U.S. Bancorp Fund Services, LLC dated as of November March 1, 2003 2019 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December March 1, 1996 2019 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Custody Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Apollo Senior Floating Rate Fund Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, ordinary shares of the Company’s common stock Company (the “Common StockSecurities”), par value $0.01 per share (the “Ordinary Shares”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent (including issue Placement Notices for) such number or dollar amount of Shares the Securities that would (a) exceeds exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (b) exceeds exceed the number of authorized but unissued shares Ordinary Shares less any Ordinary Shares issuable upon the exercise, conversion or exchange of Common Stock any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized share capital, (each c) exceed the number or dollar amount of Ordinary Shares permitted to be sold under Form F-3 or Form S-3, as applicable (including General Instruction I.B.5 of Form F-3 or General Instruction I.B.6 of Form S-3, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a) and ), (b), as applicable(c) and (d), 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which will be declared effective 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 offer, sell or issue the SharesSecurities. The aggregate dollar amount of Securities that may be sold pursuant to the Agreement shall not exceed $40,000,000; provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices for) such number or dollar amount of Securities that would exceed the Maximum Amount. The Company has filed or shall file will file, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement on Form F-3 or Form S-3, as amendedapplicable, including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus or a prospectus supplement to collectively the base prospectus as part of such registration statement specifically relating to the Securities (the “Rules Prospectus Supplement”). The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and Regulationsrelated prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference 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 or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 (as defined below), any Rule 462(b) Registration Statement, the Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Strongbridge Biopharma PLC)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock stock, par value $0.001 per share (the “Common Stock”), (ii) 6.50% Series C Term Preferred Stock due 2031, par value $0.01 0.001 per share and liquidation preference of $25 per share (the “Series C Preferred Stock”), or (iii) 6.75% Series D Preferred Stock, par value $0.001 per share and liquidation preference of $25 per share (the “Series D Preferred Stock” and together with the Common Stock and Series C Preferred Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock, Series C Preferred Stock or Series D Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-[●]and 811-[●]), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16[●], 20212023, included in the Registration Statement at the time it became effective on April 19[●], 2021 2023 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30[●], 2021 2023 filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 2216, 2008 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon ▇▇▇▇▇ Fargo Bank, National Association dated as of April 9July 20, 2001 2016 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1June 6, 2003 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1September 16, 1996 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Credit Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtu▇.▇. ▇▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $0.001 per share (the “Common Stock”), par value ) having an aggregate offering price of up to $0.01 per share 75,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ 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 amount number and aggregate market value of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇.▇. ▇▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇.▇. ▇▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Company hereby reserves the right to issue and sell securities other than through or to ▇.▇. ▇▇▇▇▇▇ during the term of this Agreement, subject to the notice provision contained in Section 7(k) hereof. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-156050), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement specifically relating to the Registration Statement and Securities (the Prospectus“Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇.▇. ▇▇▇▇▇▇, or any amendments or supplements to any for use by ▇.▇. ▇▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”) system), dated as of even date herewith, with each of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”).
Appears in 1 contract
Sources: Equity Distribution Agreement (Parkway Properties Inc)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 0.001 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 25, 20212022, included in the Registration Statement at the time it became effective on April 19May 25, 2021 2022 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30June 1, 2021 2022 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory and management agreement with the Investment Adviser dated as of May 22February 15, 2008 2013 (“Investment Advisory Agreement”), (ii) a custody agreement with The U.S. Bank of New York Mellon National Association dated as of April 9March 1, 2001 2019 (the “Custody Agreement”), (iii) an a fund administration servicing agreement with The Bank of New York Mellon U.S. Bancorp Fund Services, LLC dated as of November March 1, 2003 2019 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December March 1, 1996 2019 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Custody Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Apollo Tactical Income Fund Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 VirtuAgent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar up to an aggregate amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued 8,500,000 shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of 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 Shares. The Company has filed or shall file with the Commission a ) an automatic shelf registration statement on Form N-2S-3 (File No. 333-187852) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the base prospectus or prospectusesSecurities to be issued from time to time by the Company, covering the which shelf registration statement became effective upon filing under Rule 462(e) of the Shares under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of 1933the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the Original Registration Statement specifically relating to the Securities (the “Original Prospectus Supplement”). Except where the context otherwise requires, 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 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, including the exhibits and schedules thereto, at the time amended when it became effective, including the informationall documents filed as part thereof or incorporated by reference therein, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C and including any information contained in a Prospectus (as applicabledefined below) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 subsequently filed with the Commission pursuant to Rule 424, as applicable 424(b) under the Securities Act and or deemed to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated a part of such registration statement to register additional Shares pursuant to Rule 462(b) 430B under the Securities Act (the “Rule 462 430B Information”). The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement”), then 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 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 term 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 such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval System system (“E▇▇▇▇▇”) system.). As used in this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuor to ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)shares of beneficial interest, par value $0.01 per share (the “Common Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate offering price of Shares that up to $50,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The 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., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (each, an “Alternative Agent” and together with ▇▇▇▇▇ , the “Agents”). The aggregate gross sales price of the Securities that 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 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 Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The , and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement as amendedon Form S-3 (File No. 333-178792), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement to the Registration Statement and base prospectus specifically relating to the ProspectusSecurities (the “Prospectus Supplement”) included as part of such registration statement. The Company will furnish to ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 via ▇▇▇▇”) system▇ (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via ▇▇▇▇▇).
Appears in 1 contract
Sources: Equity Distribution Agreement (Kite Realty Group Trust)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock stock, par value $0.001 per share (the “Common Stock”), or (ii) 6.50% Series C Term Preferred Stock due 2031, par value $0.01 0.001 per share (the “Series C Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series C Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-237586 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16May 28, 20212020, included in the Registration Statement at the time it became effective on April 19May 29, 2021 2020 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30July 14, 2021 filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 2216, 2008 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9July 20, 2001 2016 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1June 6, 2003 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1September 16, 1996 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Credit Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtu▇▇▇▇▇▇ ▇▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $0.001 per share (the “Common Stock”), par value ) having an aggregate offering price of up to $0.01 per share 75,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 amount number and aggregate market value of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇ ▇▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 SharesSecurities. The Company hereby reserves the right to issue and sell securities other than through or to ▇▇▇▇▇▇ ▇▇▇▇▇▇ during the term of this Agreement, subject to the notice provision contained in Section 7(k) hereof. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-156050), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement specifically relating to the Registration Statement and Securities (the Prospectus“Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇ ▇▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇ ▇▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”) system), dated as of even date herewith, with each of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each an “Alternative Manager” and collectively, the “Alternative Managers”).
Appears in 1 contract
Sources: Equity Distribution Agreement (Parkway Properties Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 VirtuCitigroup, acting as agent and/or principal, shares Common Shares of the Company’s common stock (the “Common Stock”)Beneficial Interest, par value $0.01 per share (the “SharesCommon Stock”), provided howeverhaving an aggregate sale price of up to $200,000,000 (such Common Shares, that in no event shall the Company issue or sell through Virtu “Securities”, and such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicablemaximum 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 amount aggregate sale price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Citigroup as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed or also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with BNY Mellon Capital Markets, LLC, RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC (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 this Agreement and the Alternative Equity Distribution Agreements collectively shall file not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form N-2S-3 (File No. 333-204623), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Citigroup, for use by Citigroup, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. 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 Regulationsany 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 and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” 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 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, 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.” All references in this Agreement 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 Prospectusfiling 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 any amendments or supplements to any of the foregoing amendment or supplement thereto shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Washington Real Estate Investment Trust)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided having a maximum aggregate sales price of up to $100.0 million (the “Securities”); provided, however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a) i), (ii), (iii), and (biv), as applicable, 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-213316), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on August 25, are hereinafter referred 2016. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (New York Mortgage Trust Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum AmountStock”). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company has filed also entered into a sales agreement (the “Other Sales Agreement”) of even date herewith with JMP Securities LLC (the “Alternative Agent”) for the issuance and sale from time to time to or shall file with through the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration Alternative Agent of the Shares under on the terms to be set forth in the Other Sales Agreement. The Placement Agent and the Alternative Agent are collectively referred to herein as the “Agents.” This Agreement and the Other Sales Agreement are collectively referred to herein as the “Sales Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Sales Agreements shall not exceed $25,000,000; provided, however, that in no event shall the Company issue or sell through the Agents such number or dollar amount of Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made or (b) exceed the number of authorized but unissued shares of Common Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-204513), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Securities. The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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, the Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock (the “Common Stock”), par value $0.01 0.001 per share, (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,”), or (iii) 7.75% Series B Term Preferred Stock due 2028, par value $0.001 per share (the “Series B Preferred Stock,” and together with the Common Stock and Series A Preferred Stock the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock Stock, Series A Preferred Stock, or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-272168 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16June 28, 20212023, included in the Registration Statement at the time it became effective on April 19June 29, 2021 2023 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30August 22, 2021 2023, filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement Agreement, and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 200,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-221299), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated November 2, are hereinafter referred to collectively as 2017 (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to [MKT NAME], or any amendments or supplements to any for use by [MKT NAME], copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with [•], [•] and [•] (collectively, the “Alternative Agents” and together with [MKT NAME], 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agents, acting as agent and/or principal, up to 1,647,370 shares (the “Maximum Amount”; the foregoing shares being herein called the “Shares”) of the Company’s common stock (the “Common 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock”), par value $0.01 per share (the “SharesSeries B Preferred Stock”), provided howeverwhich Shares exclude, that in no event shall for the avoidance of doubt, the 217,630 shares of Series B Preferred Stock sold by the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) prior to March 21, 2019 pursuant to which the offering is being made or prospectus supplement filed by the Company with the Securities and Exchange Commission (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum AmountCommission”)) on May 16, 2017. 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 amount number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the Shares. The obligations of the Placement Agents under this Agreement shall be several and not joint. The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-215384), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Shares to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Shares (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agents, for use by the Placement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Arlington Asset Investment Corp.)
Description of Securities. Each of the Company and Company, the Investment Adviser and the 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 Virtuthe Placement Agent, acting as agent and/or principal, shares of the Company’s (i) common stock (the “Common Stock”), par value $0.01 0.001 per share, or (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,” together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a shelf registration statement on Form N-2N-2 (File Nos. 333-272168 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act, and all documents incorporated or deemed to be incorporated therein by reference pursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16[●], 20212023, included in the Registration Statement at the time it became effective on April 19[●], 2021 2023 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30[●], 2021 2023 filed with the Commission pursuant to Rule 424424(b) under the Securities Act, as applicable or any other prospectus supplements filed pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22October 5, 2008 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon W▇▇▇▇ Fargo Bank, National Association dated as of April 9October 3, 2001 2018 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon the Administrator dated as of November 1October 5, 2003 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. American Stock Transfer & Trust Company, LLC dated as of December 1October 16, 1996 2018 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), ) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement (Eagle Point Income Co Inc.)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agents, acting as agent agents and/or principalprincipals, up to 75,000,000 shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agents such number or dollar amount of Shares Securities that would (ai) exceeds exceed the number or dollar amount of Shares shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or made, (bii) exceeds exceed the number of authorized but unissued shares of Common Stock under the Company’s charter, (each iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (aincluding General Instruction I.B.6 thereof, if applicable) and or (b), iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as applicable, the “Maximum Amount”defined below). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SharesSecurities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that is equivalent to the number of Securities sold hereunder (the “Company OP Units”). The Company has filed or shall file filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission an automatic shelf registration statement as amendedof well-known seasoned issuers on Form S-3 (File No. 333-229917), including a base prospectus, relating to, among other securities of the Company, the Common Stock, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 27, are hereinafter referred 2019. The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to each Placement Agent, for use by such Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any substitute registration statement that may be filed to continue the registration of the Securities when it becomes effective, is herein called the “Registration Statement.” All references The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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 Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.
Appears in 1 contract
Sources: Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuor to ▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)shares of beneficial interest, par value $0.01 per share (the “Common Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount ) having an aggregate offering price of Shares that up to $250,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) filed by the Company and automatically declared effective by on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use issue the Registration Statement Securities. The 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, the “Agents”). The aggregate gross sales price of the Securities that 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 other than through or to the SharesAgents during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed or shall file within three years of the date of this Agreement, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including and the exhibits rules and schedules theretoregulations thereunder (the “Securities Act Regulations”), at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under with the Securities Act is hereinafter referred to as and Exchange Commission (the “Registration StatementCommission”; the prospectus, dated ) an “automatic shelf registration statement,” as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to defined under Rule 430B or Rule 430C (as applicable) 405 under the Securities Act, on Form S-3 (File No. 333-199677), in the form in which it was distributedincluding a base prospectus, is hereinafter referred relating to as the “Base Prospectus”; the prospectus supplement dated April 30certain securities, 2021 filed with the Commission pursuant to Rule 424, as applicable under including the Securities Act and to be used issued from time to confirm sales is hereinafter referred totime by the Company, together with the Base Prospectus, as the “Prospectus.” If and which incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as and the rules and regulations thereunder (the “Rules and Exchange Act Regulations.” All references in this Agreement ”). The Company has prepared a prospectus supplement to the Registration Statement and base prospectus specifically relating to the ProspectusSecurities (the “Prospectus Supplement”) included as part of such registration statement. The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, or any amendments or supplements to any for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy Securities. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its Electronic Data GatheringRule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, Analysis is herein called 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) 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 Retrieval System (include the documents incorporated by reference therein, and any reference herein to the terms “Eamend,” “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 via ▇▇▇▇”) system▇ (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via ▇▇▇▇▇).
Appears in 1 contract
Sources: Equity Distribution Agreement (Kite Realty Group Trust)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtuthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount having an aggregate offering price of Shares that up to $150,000,000 (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by 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 Shares. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Commission a shelf registration statement on Form N-2S-3 (File No. 333-251057) including a base prospectus, relating to certain securities, including the base prospectus or prospectusesSecurities to be issued from time to time by the Company, covering the which shelf registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amendedstatement, including the exhibits and schedules any amendments thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became was declared effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with by the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If which incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under provisions of the Securities Exchange Act (the “Rule 462 Registration Statement”)of 1934, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934thereunder (collectively, as amended (the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager, for use by the Manager, 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 registration statement, on each date and Regulationstime 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” All The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, 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 Registration Statement and Securities Act, are not required to be filed with the Prospectus, or any amendments or supplements to any of the foregoing Commission) shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“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) system.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 (Alpine Income Property Trust, Inc.)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu, acting as agent and/or principal, shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Virtu will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Shares. The Company has filed or shall file with the Commission a an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 1916, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or if the Company shall file with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22January 28, 2008 2003 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9January 28, 2001 2003 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1January 28, 1996 2003 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Registration Statement and the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include the applicable copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system.
Appears in 1 contract
Sources: Atm Sales Agreement (Flaherty & Crumrine PREFERRED & INCOME SECURITIES FUND INC)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum AmountStock”). 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 amount number of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company has filed also entered into a sales agreement (the “Other Sales Agreement”) of even date herewith with Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. (the “Alternative Agent”) for the issuance and sale from time to time to or shall file with through the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration Alternative Agent of the Shares under on the terms to be set forth in the Other Sales Agreement. The Placement Agent and the Alternative Agent are collectively referred to herein as the “Agents.” This Agreement and the Other Sales Agreement are collectively referred to herein as the “Sales Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Sales Agreements shall not exceed $25,000,000; provided, however, that in no event shall the Company issue or sell through the Agents such number or dollar amount of Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made or (b) exceed the number of authorized but unissued shares of Common Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-204513), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and Regulationsincluding any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” All references The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Securities. The base prospectus, including all documents incorporated therein by reference, included in this Agreement 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. 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 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, the Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Impac Mortgage Holdings Inc)
Description of Securities. Each of the Company and the Investment Adviser 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 Virtu[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock stock, par value $.01 per share (the “Common Stock”), par value having an aggregate offering price of up to $0.01 per share 200,000,000 (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 amount aggregate offering price of Shares to be the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed or shall file filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2S-3ASR (File No. 333-[●]), including a base prospectus, relating to certain securities, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of issued from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated July 30, are hereinafter referred to collectively as 2020 (the “Rules and Regulations.” All references in this Agreement Prospectus Supplement”) to the Registration Statement and the Prospectusbase prospectus included as part of such automatic shelf registration statement. The Company will furnish to [MKT NAME], or any amendments or supplements to any for use by [MKT NAME], copies of the foregoing shall be deemed prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to include the applicable copy 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, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to its 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 (the “Rule 430B 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 system (“E▇▇▇▇▇”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with [●], [●], [●] and [●] (collectively, the “Alternative Agents” and together with [MKT NAME], 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) systemherein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the The Company and the Investment Adviser 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 Virtuthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock (the “Common Stock”)stock, par value $0.01 per share (the “SharesCommon Stock”); provided, provided however, that in no event shall the Company issue or sell through Virtu the Placement Agent such number or dollar aggregate gross proceeds amount of Shares that (a) exceeds the number or dollar amount Securities, together with all sales of Shares registered on the effective Registration Statement Securities under any Alternative Equity Distribution Agreement (as defined below), that would exceed (a) pursuant to which the offering is being made or 4,000,000 shares, (b) exceeds the number of authorized but unissued shares of Common Stock plus the number of treasury shares of Common Stock then held by the Company or (each c) an aggregate of $50,000,000 in gross proceeds (the lesser of (a) and ), (b) or (c), as applicable, the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under any Alternative Equity Distribution Agreement. For the avoidance of doubt, the Maximum Amount shall be calculated based on all sales of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements together with any separate underwriting or similar agreement covering principal transactions described herein or therein. 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 the amount number and aggregate sale price of Shares to be issued and the Securities sold under this Agreement shall be the sole responsibility of the Company, and Virtu the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through Virtu the Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 offer, sell or issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Placement Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed or shall file also entered into a separate equity distribution agreement (such agreement, collectively, together with any other equity distribution agreement with respect to the Securities into which the Company may enter into with Alternative Placement Agents (defined below), each an “Alternative Equity Distribution Agreement,” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with [ALTERNATE BANK NAME] (and, as applicable, its respective affiliates) (in its capacity as agent and/or principal thereunder, collectively, together with any other placement agent with which the Company may enter into an equity distribution agreement with respect to the Securities, each, an “Alternative Placement Agent,” and collectively, the “Alternative Placement Agents”), for the issuance and sale of Securities from time to time through the Alternative Placement Agent on the terms set forth in such Alternative Equity Distribution Agreement. The Company has filed, in accordance with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The , with the Commission a registration statement as amendedon Form S-3 (File No. 333-258971), including a base prospectus, relating to certain securities, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed Securities to be part of offered for sale from time to time by the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectusCompany, dated as of April 16, 2021, included in the Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in and which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Commission pursuant to Rule 424, as applicable under the Securities Act and to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If incorporates by reference documents that the Company has filed or if the Company shall will file in accordance with the Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as provisions of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), are hereinafter referred . The Company has prepared a prospectus supplement specifically relating to collectively as the Securities (the “Rules Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. 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 Regulationsany 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 and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” 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 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, 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.” All references in this Agreement 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. 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 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, the Prospectus or any amendments amendment or supplements supplement to any of the foregoing shall be deemed to include the applicable copy filed with the Commission pursuant to ▇▇▇▇▇ or any successor 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 its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) system▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Velocity Financial, Inc.)