Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Janney, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyLadenburg, acting as agent and/or principal, shares of 7.5% Senior Notes due 2020, which trade on the Company’s common stock, $0.01 par value per share New York Stock Exchange (the “Common StockNYSE”) under the trading symbol “SAQ” (the “2020 Notes”), having an aggregate sale offering price of up to $75,000,000 [ ] (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities 2020 Notes issued and sold under this Agreement (such 2020 Notes being referred to herein as the “Notes”) shall be the sole responsibility of the Company, and Janney Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Notes through Janney Ladenburg 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 SecuritiesNotes. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), and has filed such amendments theretowith the Commission a registration statement on Form N-2 (File No. 333-196526), if anyincluding a base prospectus, as may have been required relating to the date hereofdebt securities to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement in accordance with specifically relating to the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act Notes (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to Ladenburg, for use by Ladenburg, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Notes. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 497 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430C of the 1933 Act Regulations, including the Rule 430B InformationSecurities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 497 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy any amendment or supplement thereto that has been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:▇.
Appears in 1 contract
Sources: Debt Distribution Agreement (Saratoga Investment Corp.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Janneysell, acting as agent and/or principalin the manner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called 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). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and maximum aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Manager, as principal or agent, will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) that was filed by the Company to use under the Registration Statement to issue the Securities. The Company has filed 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 on Form S-3 (File No. 333-254834) (the “Base Registration Statement”251057), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the SecuritiesSecurities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, has been declared effective by the Commission under the Securities Act of 1933, as amended (and which incorporates by reference documents that the “1933 Act”), and Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the 1933 Act “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “1933 Act RegulationsProspectus 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 time that such registration statement and any post-effective amendment thereto initially 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 under the 1933 Securities Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is or deemed to be a part of and included therein such registration statement pursuant to Rule 430B is referred to herein as under the Securities Act (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided, however, that “.” The base prospectus included in the Registration Statement” without reference to a time means , including all documents incorporated therein by reference, as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this AgreementAct, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information terms “containedamend,” “included,” “stated,” “described inamendment” or “referred tosupplement” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements 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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Sources: Equity Distribution Agreement (Alpine Income Property Trust, Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees Adviser agree 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 Janneythe Agents, acting as agent agents and/or principalprincipals, shares of the Company’s common stock, $0.01 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Janney the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney the 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-236574 and 811-22432), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company, which commencing on or after August 1, 2020 will incorporate by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of Securities Act. The Company has prepared a prospectus supplement specifically relating to the Commission under the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents, for use by the Agents, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof or incorporated by reference therein, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “497 or Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 424 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationor Rule 430C of the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “Registration Statement” without including all documents incorporated or deemed incorporated therein by reference to a time means the Registration Statement extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of qualified by Rule 430B(f)(2430B(g) of the 1933 Act Regulations (“Rule 430B(f)(2Securities Act)”)) of , included in the Registration Statement with respect to Janney and Statement, as it may be supplemented by the Securities; and provided furtherProspectus Supplement, that if in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 424 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwiseFor purposes of this Agreement, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (i) the Registration Statement or and the Prospectus (or other references of like import) shall be deemed to include all such documentsany amendment or supplement thereto that has been filed with the Commission pursuant to the Interactive Data Electronic Application system when used by the Commission (collectively, financial statements “E▇▇▇▇”) and schedules (ii) the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and other information that is include the documents incorporated or deemed incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended Commission deemed to be incorporated by reference therein (the “1934 ActIncorporated Documents”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:.
Appears in 1 contract
Sources: Equity Distribution Agreement (Oxford Lane Capital Corp.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 Agreement regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company on October 30, 2023 and which became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Securities. Subject to the Securitiesprovisions of Section 7(k), the Company reserves the right to issue and sell Securities other than to or through the Manager or any Alternative Manager (as defined below). The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”275219), including the related a base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)relating to Common Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Commission under the 1933 Act such registration statement (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Manager, for use by the Manager, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company has 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 (each, an “Alternative Distribution Agreement”), dated as of even date herewith, with [____] (each, an “Alternative Manager”). The aggregate sale prices of the Securities that may be sold pursuant to this Agreement and all Alternative Distribution Agreements collectively shall not exceed the Maximum Amount. This Agreement shall supersede and replace any existing Equity Distribution Agreement between the Company and the Manager. As used in of the date hereof, the Company is not party to any Equity Distribution Agreement other than this Agreement:Agreement and the Alternative Distribution Agreements with the Alternative Managers.
Appears in 1 contract
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyUBS Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney UBS Securities will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) that was filed by the Company to use under the Registration Statement to issue Securities Act of 1933, as amended (collectively with the Securitiesrules and regulations thereunder, the “Securities Act”). The Company has filed filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”181290), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the SecuritiesSecurities to be issued from time to time by the Company, which shelf registration statement has become effective under the Securities Act of 1933, as amended (and which incorporates by reference documents that the “1933 Act”), and Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Commission under the 1933 Act such registration statement (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to UBS Securities, for use by UBS 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, 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) and subsequently filed with the Commission pursuant to Rule 424(b) of under the 1933 Securities Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is or deemed to be a part of and included therein such registration statement pursuant to Rule 430B is referred to herein as under the Securities Act (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used in this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Sources: Equity Distribution Agreement (STAG Industrial, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyJefferies, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 175,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”174668), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Jefferies, for use by Jefferies, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 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 JanneyB. ▇▇▇▇▇, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney B. ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney B. ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney B. ▇▇▇▇▇ and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney B. ▇▇▇▇▇ for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the Company and the Operating Partnership Advisor 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 Janney▇▇▇▇▇ Fargo, acting as agent and/or principal, shares of the Company’s common stockstock , $0.01 .01 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $75,000,000 50,000,000.00 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Janney ▇▇▇▇▇ Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney ▇▇▇▇▇ Fargo 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), and has filed such amendments theretowith the Commission a registration statement on Form N-2 (File No. 333-160061), if anyincluding a base prospectus, as may have been required relating to the date hereofCommon Shares, including the Shares to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement in accordance with specifically relating to the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇ Fargo, for use by ▇▇▇▇▇ Fargo, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 497 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430C of the 1933 Act Regulations, including the Rule 430B InformationSecurities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 497 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy any amendment or supplement thereto that has been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:▇.
Appears in 1 contract
Description of Securities. Each The Company has prepared and filed with the Commission, in accordance with the provisions of the Company Securities Act of 1933, as amended, and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms rules and subject to the conditions set forth hereinregulations thereunder (collectively, the Company may issue and sell through Janney, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common StockSecurities Act”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”223257), including to be used in connection with the related base prospectus, covering the registration of the offer public offering and sale of certain securitiessecurities of the Company, including the Securities, under the Securities Act of 1933Act, as amended which became effective when filed on February 27, 2018 pursuant to Rule 462(e) under the Securities Act, including a base prospectus (the “1933 ActBase Prospectus”)) dated February 27, 2018, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement dated November 27, 2019 specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the Base Prospectus, to be included as part of such registration statement. The Company will furnish to each of the Agents, for use by the Agents or their respective agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such 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) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationunder the Securities Act, is herein called the “Registration Statement”; provided.” The Base Prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system System (“E▇▇▇▇”). As used in this Agreement:, as supplemented by its Interactive Data Electronic Applications system.
Appears in 1 contract
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, Regions Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyJefferies, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 225,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”195592), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Jefferies, for use by Jefferies, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., BB&T Capital Markets (a division of BB&T Securities, LLC), HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 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 JanneyJefferies, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney Jefferies and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney Jefferies for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership 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 Janneyor to the Manager, acting as sales agent and/or principal, shares of the Company’s common stock, $0.01 par value $0.001 per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 200,000,000 (the “Maximum Amount”). The foregoing shares being herein called ) on the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations terms set forth in Section 4 of this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such complianceAgreement. The issuance and sale shares of Common Stock to be sold through or to the Securities through Janney will be effected Manager pursuant hereto or pursuant to the Registration Statement a Terms Agreement (as defined below)) are referred to herein as the “Shares.” The aggregate offering price for the Shares that may be sold pursuant to this Agreement, although nothing in this and any Terms Agreement shall be construed as requiring not exceed the Company to use the Registration Statement to issue the SecuritiesMaximum Amount. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 N-2 (File No. 333-254834) 274797), including a related base prospectus (the “Base Registration StatementProspectus”), including the related base prospectus, covering relating to the registration of the offer Shares and sale certain of certain securities, including the Securities, Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments theretowhich registration statement became effective upon filing with the Commission on September 29, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act2023. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the Shares (the “Prospectus Supplement”) in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act (such provisions, the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”)Regulations. Any The information included or incorporated by reference in such prospectus supplement Prospectus Supplement that was omitted from the Base Registration Statement such registration statement at the time it became effective but that is deemed to be part of and included therein such registration statement at the time it became effective pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration StatementUnless the context otherwise requires, at any given timesuch registration statement, including the amendments thereto at such time, the exhibits thereto all documents filed as part thereof and any schedules thereto at such time, Rule 430B Information contained in the documents incorporated by reference therein Prospectus Supplement subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”)Regulations, then, after such filing, all references to is herein called the “Registration Statement.” shall also be deemed to include The Base Prospectus, together with the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, Prospectus Supplement in the form first furnished to Janney for use in connection filed by the Company with the offering of the Securities, including the documents incorporated by reference therein Commission pursuant to Item 12 of Form S-3 Rule 424(b) on or before the second business day after the date hereof (or such earlier time as may be required under the 1933 Act at the time of the execution of this Agreement, Act) is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus Prospectus, including those made pursuant to Rule 424(b) under the 1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to include mean and include, without limitation the filing of any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is deemed to be incorporated by reference in, in or otherwise deemed by the 1933 Act Regulations to be a part of or included in, in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement, Statement or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used in this The Company has entered into that certain Second Amended and Restated Investment Management Agreement:, effective as of June 15, 2018 (the “Investment Management Agreement”), with the Adviser, which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Advisers Act”). A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00998) (the “Notification of Election”) was filed with the Commission on March 29, 2013 under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act Regulations”).
Appears in 1 contract
Sources: Equity Distribution Agreement (Goldman Sachs BDC, Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Janney, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyCantor, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Cantor shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Cantor will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834203798) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney Cantor and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney Cantor for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the Company and the Operating Partnership 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 JanneyLadenburg, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $75,000,000 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Janney Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney Ladenburg 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-225462 and has filed such amendments thereto811-22432), if anyincluding a base prospectus, as may have been required relating to the date hereofCommon Shares, including the Shares to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement in accordance with specifically relating to the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to Ladenburg, for use by Ladenburg, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 497 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430C of the 1933 Act Regulations, including the Rule 430B InformationSecurities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 497 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy any amendment or supplement thereto that has been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:.
Appears in 1 contract
Sources: Equity Distribution Agreement (Oxford Lane Capital Corp.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyBB&T, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 225,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney BB&T shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney BB&T will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”195592), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to BB&T, for use by BB&T, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇▇▇ LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 Operating Partnership 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 JanneyLadenburg, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $75,000,000 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Janney Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney Ladenburg 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-205405 and has filed such amendments thereto811-22432), if anyincluding a base prospectus, as may have been required relating to the date hereofCommon Shares, including the Shares to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement in accordance with specifically relating to the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to Ladenburg, for use by Ladenburg, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 497 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430C of the 1933 Act Regulations, including the Rule 430B InformationSecurities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 497 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy any amendment or supplement thereto that has been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Oxford Lane Capital Corp.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyRBS, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $.01 per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 125,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney RBS shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney RBS will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”181242), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities dated September 6, 2012 (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to RBS, for use by RBS, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of under the 1933 Securities Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is ) or deemed to be a part of and included therein such automatic shelf registration statement pursuant to Rule 430B is referred to herein as (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided, however, that .” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” without reference to a time means The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement Statement, as of it may be supplemented by the time of Prospectus Supplement, in the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used 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 RBC Capital Markets, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇ Fargo Securities, LLC (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company and the Operating Partnership hereby reserve the right to issue and sell securities other than through or to the RBS and any Alternative Manager during the term of this Agreement and any Alternative Distribution Agreement subject to the notice provision contained in this Agreement:Section 7(k) herein and therein.
Appears in 1 contract
Sources: Equity Distribution Agreement (Equity Lifestyle Properties Inc)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyBaird, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Baird will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834203798) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:that
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janney[ ], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney [ ] shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney [ ] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. Subject to the provisions of Section 7(k), the Company reserves the right to issue and sell Securities other than to or through [ ] or any Alternative Manager (as defined below). The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”176819), including the related a base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)relating to Common Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to [ ], for use by [ ], 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company has 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 (each, an “Alternative Distribution Agreement”), dated as of even date herewith, with [ ] (each, an “Alternative Manager”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement:Agreement and all Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-254588), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such base prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used ; all references in this Agreement: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 E▇▇▇▇. The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Braemar Hotels & Resorts Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyR▇▇▇▇▇▇ J▇▇▇▇, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney R▇▇▇▇▇▇ J▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney R▇▇▇▇▇▇ J▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney R▇▇▇▇▇▇ J▇▇▇▇ and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney R▇▇▇▇▇▇ J▇▇▇▇ for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyBaird, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Baird will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney Baird and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney Baird for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-254588), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such base prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used ; all references in this Agreement:Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Braemar Hotels & Resorts Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneySunTrust, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 225,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney SunTrust shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney SunTrust will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”195592), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇▇▇ LLC, BB&T Capital Markets (a division of BB&T Securities, LLC), HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-220459), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used ; all references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Company, the Operating Partnership and the Advisor have also entered into a separate equity distribution agreement (as amended, the “Separate Distribution Agreement:”), dated as of [____], with [ ], acting as agent and/or principal (collectively, the “Separate Agent”). The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, together with the Separate Distribution Agreement, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, together with the Separate Agent, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Ashford Hospitality Trust Inc)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyJefferies, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 215,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies 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 Securities. The Company has filed filed, in accordance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) ), with the Commission a registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”188534), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Jefferies, for use by Jefferies, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Partnership have also entered into four separate equity distribution agreements (each, as amended, an “Alternative Distribution Agreement”): (i) with ▇▇▇▇▇ 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., dated as of the date hereof (each of ▇▇▇▇▇ Fargo Securities, LLC, KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., an “Alternative Placement Agent”). As used in The aggregate offering price of the Securities that may be sold pursuant to this Agreement: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 Operating Partnership 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 JanneyLadenburg, acting as agent and/or principal, up to 600,000 shares (the “Series 2023 Shares”) of the Company’s common 7.50% Series 2023 preferred stock, $0.01 par value per share (the “Common 2023 Preferred Stock”), having an aggregate sale price of and/or up to $75,000,000 600,000 shares (the “Maximum AmountSeries 2024 Shares” and, together with the 2023 Shares, the “Shares”) of Series 8.125% 2024 preferred stock, $0.01 par value per share (the “2024 Preferred Stock” and together with the 2023 Preferred Stock, the “Preferred Stock”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the maximum number of Series 2023 Shares and aggregate sale price of the Securities Series 2024 Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney Ladenburg 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-205405 and has filed such amendments thereto811-22432), if anyincluding a base prospectus, as may have been required relating to the date hereofPreferred Stock, including the Shares to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement in accordance with specifically relating to the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to Ladenburg, for use by Ladenburg, copies of the 1933 Act Regulations (“Rule 424(b)”)prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Any information included in Except where the context otherwise requires, such prospectus supplement that was omitted from the Base Registration Statement at the time registration statement, as amended when it became effective but that is deemed to be effective, including all documents filed as part of thereof, and included therein including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 497 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by of such registration statement pursuant to Rule 430C of the 1933 Act Regulations, including the Rule 430B InformationSecurities Act, is herein called the “Registration Statement”; provided.” The base prospectus, however, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 497 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy any amendment or supplement thereto that has been filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:.
Appears in 1 contract
Sources: Equity Distribution Agreement (Oxford Lane Capital Corp.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyMLV, acting as agent and/or and/or, at the option of the Company, principal, up to $30,000,000 shares (the “Maximum Amount” or the “Securities”) of the Company’s common stock8.55% Series A Cumulative Preferred Stock, $0.01 par value $.01 per share (the “Common Series A Preferred Stock”) and 8.45% Series D Cumulative Preferred Stock, par value $.01 per share (the “Series D Preferred Stock”, together with the Series A Preferred Stock, the “Preferred Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney MLV shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney MLV will be effected pursuant to the Registration Statement (as defined below)) that was filed by the Company and became effective on January 25, 2010, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to MLV during the term of this Agreement. The Company has filed filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”162750), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)Preferred Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934 and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement, which Prospectus Supplement specifically relates to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to MLV, for use by MLV, copies (which may be electronic form) 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is or deemed to be a part of and included therein such registration statement pursuant to Rule 430B is referred to herein as (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided, however, that .” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” without reference to a time means The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement Statement, as of it may be supplemented by the time of Prospectus Supplement, in the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system EDGAR (“Eas ▇▇▇▇”ned below). As used in this Agreement:.
Appears in 1 contract
Sources: At the Market Issuance Sales Agreement (Ashford Hospitality Trust Inc)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-263150), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such base prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used ; all references in this Agreement: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 E▇▇▇▇. The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Ashford Hospitality Trust Inc)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyBaird, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Baird will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney Baird and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney Baird for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Janney▇▇▇▇▇▇▇ ▇▇▇▇▇, acting as agent and/or and/or, at the option of the Company, principal, up to 7,000,000 shares (the “Securities”) of the Company’s common stockClass A Common Stock, $0.01 par value $.01 per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney ▇▇▇▇▇▇▇ ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ during the term of this Agreement. The Company has filed filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”150341-01), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)Common Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934 and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement, which Prospectus Supplement specifically relates to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to ▇▇▇▇▇▇▇ ▇▇▇▇▇, for use by ▇▇▇▇▇▇▇ ▇▇▇▇▇, copies (which may be electronic form) 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is or deemed to be a part of and included therein such registration statement pursuant to Rule 430B is referred to herein as (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided, however, that .” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” without reference to a time means The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement Statement, as of it may be supplemented by the time of Prospectus Supplement, in the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇ (as defined below). 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 KeyBanc Capital Markets Inc. and ▇▇▇▇▇ Fargo Securities, LLC (each, an “Alternative Manager”). As used in The aggregate number of Securities that may be sold from time to time pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed 7,000,000 shares of Common Stock (the “Maximum Amount”).
Appears in 1 contract
Sources: Equity Distribution Agreement (Aimco Properties Lp)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Janneysell, acting as agent and/or principalin the manner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 150,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring ) that was filed by the Company to use under the Registration Statement to issue Securities Act of 1933, as amended (collectively with the Securities. The Company has filed with rules and regulations of the 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 on Form S-3 (File No. 333-254834251057) (the “Base Registration Statement”), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the SecuritiesSecurities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act of 1933, as amended (and which incorporates by reference documents that the “1933 Act”), and Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission under thereunder (collectively, the 1933 Act “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager or the Forward Seller, as applicable, for use by the Manager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Securities Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is or deemed to be a part of and included therein such registration statement pursuant to Rule 430B is referred to herein as of the Securities Act (the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information”), is herein called the “Registration Statement”; provided, however, that “.” The base prospectus included in the Registration Statement” without reference to a time means , including all documents incorporated therein by reference, as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this AgreementAct, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to E▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:
Appears in 1 contract
Sources: Equity Distribution Agreement (Alpine Income Property Trust, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyR▇▇▇▇▇▇ J▇▇▇▇, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney R▇▇▇▇▇▇ J▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney R▇▇▇▇▇▇ J▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney R▇▇▇▇▇▇ J▇▇▇▇ and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney R▇▇▇▇▇▇ J▇▇▇▇ for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyHSBC, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 225,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney HSBC shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney HSBC will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”195592), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to HSBC, for use by HSBC, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇▇▇ LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., BB&T Capital Markets (a division of BB&T Securities, LLC) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 Agreement regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Securities. Subject to the Securitiesprovisions of Section 7(k), the Company reserves the right to issue and sell Securities other than to or through the Manager or any Alternative Manager (as defined below). The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”249772), including the related a base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)relating to Common Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Commission under the 1933 Act such registration statement (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Manager, for use by the Manager, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company has 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 (each, an “Alternative Distribution Agreement”), dated as of even date herewith, with [•] (each, an “Alternative Manager”). The aggregate sale prices of the Securities that may be sold pursuant to this Agreement and all Alternative Distribution Agreements collectively shall not exceed the Maximum Amount. This Agreement shall supersede and replace any existing Equity Distribution Agreement between the Company and the Manager. As used in of the date hereof, the Company is not party to any Equity Distribution Agreement other than this Agreement:Agreement and the Alternative Distribution Agreements with the Alternative Managers.
Appears in 1 contract
Description of Securities. Each (a) The Shares and Bridge Units will be offered and sold on a “best efforts” basis and shall conform in all material respects to the description thereof contained in the Confidential Private Placement Memorandum, or prospectus supplement, term sheet, or investor presentation as may be reasonably required to be prepared by the Company (as the same may be amended or supplemented from time to time, and including all exhibits and appendices attached thereto, the “Memorandum”), which, in addition to the description of the Shares and Bridge Units, will contain: (i) a description of the Company and its business, assets and management; (ii) the Operating Partnership agrees thatterms and conditions of the Offering; and (iii) certain financial information regarding the Company. If necessary, from time the Company will update or supplement the Memorandum prior to time during completion of the term Offering or sale of the applicable securities. You shall be entitled to rely on the accuracy and completeness of all information provided by the Company, including information incorporated by reference in the Memorandum. Additionally, representatives of the Company shall be available to answer questions of, and to provide additional information to, any potential Investors. You will not make any use of the Memorandum other than for purposes of implementing this Agreement, on nor will you or any of your agents or employees use the terms and subject to same or do any other act or thing in the conditions set forth herein, the Company may issue and sell through Janney, acting as agent and/or principal, shares course of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering or sale price hereunder which would constitute a violation of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Securities Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Exchange Act”), any state “blue sky” laws or regulations and any other securities laws applicable to the rules Offering or sale of the Notes.
(b) The Bridge Unit Offering will be conducted to raise from Investors $5,000,000 from the sale of $5,000,000 of the Company’s 8% Notes in the form attached as Exhibit A and regulations promulgated thereunder the accompanying 1,750,000 Warrants. The Share Offering will be conducted to raise from Investors at least the Minimum Share Offering up to a maximum of $30,000,000 (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇Maximum Share Offering Amount”). As used in this Agreement:.
Appears in 1 contract
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyJefferies, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney Jefferies and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney Jefferies for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through JanneyJefferies, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 200,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Jefferies 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 Securities. The Company has filed filed, in accordance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) ), with the Commission a registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”174535), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Jefferies, for use by Jefferies, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Partnership have also entered into four separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the date hereof, with ▇▇▇▇▇ Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, and RBC Capital Markets LLC respectively (each, an “Alternative Placement Agent”). As used in The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 500,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”225620), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the 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 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of Truist Securities, Inc., ▇▇▇▇▇▇▇▇▇ LLC, HSBC Securities (USA) Inc., Citigroup Global Markets Inc. and BTIG, LLC (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agents, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the 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 Securities. The Company agrees that whenever it determines to sell Securities directly to an Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “Commission1933 Act”) ), with the Commission a registration statement on Form S-3 (File No. 333-254834226167) (as amended, the “July Registration Statement”) and a registration statement on Form S-3 (File No. 333-229043) (the “Base December Registration Statement”), including the related a base prospectus, covering the registration which pursuant to Rule 429 relates to each of the offer July Registration Statement and sale of the December Registration Statement, relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “1934 Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) of ; provided that, to the 1933 Act Regulations (“Rule 424(b)”). Any information included in such extent the Company files with the Commission after the date hereof a new prospectus supplement that was omitted from relating to the Base Registration Statement at Securities, any reference in this Agreement to the time it became effective but that is “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis) to the base prospectus included as part of and such registration statements. The Company will furnish to the Agents, for use by the Agents, copies of the base prospectus included therein pursuant as part of such registration statements, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statements, collectively, as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called the “Registration Statement”430B; provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Act at and the documents otherwise deemed to be a part thereof as of such time of pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the execution of this AgreementRegistration 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 hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:.
Appears in 1 contract
Sources: Equity Distribution Agreement (KKR Real Estate Finance Trust Inc.)
Description of Securities. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through JanneyStifel, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney Stifel shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney Stifel will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834203798) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:that
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 150,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. Subject to the provisions of Section 7(k), the Company reserves the right to issue and sell Securities other than to or through the Manager or any Alternative Manager (as defined below). The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”198729), including the related a base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”)relating to Common Stock, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus 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 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company has 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 (each, an “Alternative Distribution Agreement”), dated as of even date herewith, with [ ] (each, an “Alternative Manager”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement:Agreement and all Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-200718), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used ; all references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Company, the Operating Partnership and the Advisor have also entered into a separate equity distribution agreement (the “Separate Distribution Agreement:”), dated as of even date herewith, with [ ], acting as agent and/or principal (collectively, the “Separate Agent”). The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, together with the Separate Distribution Agreement, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, together with the Separate Agent, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Ashford Hospitality Prime, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, Regions Securities LLC and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janney▇▇▇▇▇ ▇▇▇▇▇▇▇, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), ) having an aggregate sale price of up to $75,000,000 225,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney ▇▇▇▇▇ ▇▇▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed filed, in accordance with the provisions of the Securities Act, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-254834) (the “Base Registration Statement”195592), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ▇▇▇▇▇ ▇▇▇▇▇▇▇, for use by ▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of ▇▇▇▇▇▇▇▇▇ LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., BB&T Capital Markets (a division of BB&T Securities, LLC), HSBC Securities (USA) Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (collectively, the “Alternative Managers”). As used in The aggregate sale prices of the Securities that may be sold pursuant to this Agreement: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 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 JanneyB. ▇▇▇▇▇, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney B. ▇▇▇▇▇ shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney B. ▇▇▇▇▇ will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information, is herein called the “Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney B. ▇▇▇▇▇ and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney B. ▇▇▇▇▇ for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:
Appears in 1 contract
Sources: Equity Distribution Agreement (Farmland Partners Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), Securities having an aggregate sale price of up to $75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto Parties agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected pursuant to the Registration Statement (as defined belowherein) 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 Securities. The Company has filed filed, in accordance with the provisions of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) ), with the Commission a registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”231873), including the related a base prospectus, covering the registration of the offer and sale of prospectus relating to certain securities, including the Securities, under Securities to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) to the base prospectus included as part of the registration statement. The Company will furnish to the Agent, for use and as requested by the Agent, copies of the prospectus included as part of the registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, the registration statement, as amended from time to time or as supplemented, including all Incorporated Documents (as defined herein), and including any information contained in a Prospectus (as defined herein) subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement Any reference herein to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or Statement, the Prospectus (or other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”▇ (as defined herein). As used in this Agreement:.
Appears in 1 contract
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Agent will be effected 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 offer, sell or issue the Securities. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission a shelf registration statement on Form S-3 (File No. 333-220459), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Commission under the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”). The Company will furnish to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) and subsequently filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided.” The base prospectus, howeverincluding all documents incorporated therein by reference, that “included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b424(b) of the 1933 Act Regulations relating to under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively herein called the “Prospectus.” Unless Any reference herein to the context requires otherwiseRegistration Statement, all references in this Agreement the Prospectus or any amendment or supplement thereto shall be deemed to documentsrefer 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,” “stated,” “described in” or “referred tostated” in the Registration Statement or the Prospectus (or and all other references of like import) shall be deemed to mean and include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that 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. For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇”). As used ; all references in this Agreement:Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to ▇▇▇▇▇. The Company, the Operating Partnership and the Advisor have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with [ ], [ ] and [ ], each acting as agent and/or principal (collectively, the “Separate Agents”). The Company, the Operating Partnership and the Advisor may also in the future enter into additional equity distribution agreements (if any, together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals (if any, together with the Separate Agents, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Ashford Hospitality Trust Inc)
Description of Securities. Each of the The Company proposes to issue and the Operating Partnership 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 Janney, acting as agent and/or principalsales agent, shares (the “Shares”) of the Company’s common stock, $0.01 par value $.01 per share (the “Common Stock”), having an aggregate sale price on the terms set forth in Section 3 of up to $75,000,000 this ATM Equity OfferingSM Sales Agreement (the this “Maximum AmountAgreement”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained hereinCompany filed on May 30, the parties hereto agree that compliance 2008, in accordance with the limitations set forth in this Section 1 regarding the number and aggregate sale price provisions of the Securities issued and sold under this Agreement shall be the sole responsibility Act of the Company1933, as amended, and Janney shall have no obligation in connection with such compliance. The issuance the rules and sale of regulations thereunder (collectively, the “Securities through Janney will be effected pursuant to the Registration Statement (as defined belowAct”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-254834) (the “Base Registration Statement”151330), including the related a base prospectus, covering the registration of the offer and sale of relating to certain securities, including the SecuritiesShares, under to be issued from time to time by the Securities Act of 1933, as amended (the “1933 Act”)Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Shares (the “1933 Act RegulationsProspectus Supplement”) which supplements the base prospectus included as part of such registration statement. The Company has furnished to the Agent, for use by the 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 including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and 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, together with any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 424(b)433”). Any information included in such prospectus supplement , relating to the Shares that was omitted from the Base Registration Statement at the time it became effective but that (i) is deemed required to be part of and included therein filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 430B is referred 433(d)(5)(i), in each case in the form filed or required to herein as be filed with the “Rule 430B Information.” The Base Registration StatementCommission or, at any given timeif not required to be filed, including in the amendments thereto at such time, form retained in the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein Company’s records pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the Rule 430B Information433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement”; provided, however, that “Registration Statement” without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time Prospectus or any amendment or supplement thereto shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to refer to and include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant therein, and any reference herein to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is hereinafter collectively called the terms “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “containedamend,” “included,” “stated,” “described inamendment” or “referred tosupplement” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements 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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Gathering Analysis and Retrieval system or any successor system System (“E▇▇▇▇▇”). As used in this Agreement:.
Appears in 1 contract
Sources: Atm Equity Offering Sales Agreement (Raser Technologies Inc)
Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through Janneythe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $75,000,000 750,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Janney the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Janney the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) the Securities Exchange Act of 1934, as amended, and the rules and regulations of thereunder (collectively, the Commission under “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the 1933 Act Securities (the “1933 Act RegulationsProspectus Supplement”) and Rule 424(b) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the 1933 Act Regulations (“Rule 424(b)”). Any information base prospectus included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be as part of and included therein pursuant such registration statement, as supplemented by the Prospectus Supplement, relating to Rule 430B is referred to herein as the Securities. The “Rule 430B Information.” The Base Registration Statement, at ,” as of any given time, including the means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits thereto 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 1933 Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, including the as of such time pursuant to Rule 430B Information, is herein called of the Securities Act (“Registration StatementRule 430B”); provided, however, that the “Registration Statement” without reference to a time means the Registration Statement 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” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if Securities within the Company files a registration statement with the Commission pursuant to Rule 462(bmeaning of paragraph (f)(2) of the 1933 Act Regulations relating to the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the Securities430B, 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 1933 Securities Act at and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, 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 execution of this Agreement, Securities Act is hereinafter collectively herein called the “Prospectus.” Unless the context requires otherwise, all references in this Agreement to documents, financial The Company may file one or more additional registration statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in (which shall be the Registration Statement 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 other references of like import) any amendment or supplement thereto shall be deemed to refer to and include all such documents, financial statements and schedules and other information that is the documents incorporated by reference intherein, and any reference herein to the terms “amend,” “amendment” 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements “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 filed under with the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is Commission deemed to be 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 betherein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇▇. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, CIBC World Markets Corp., Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Sachs & Co. LLC, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. As used ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price of the Securities that may be sold pursuant to this Agreement:Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.
Appears in 1 contract
Sources: Equity Distribution Agreement (Rexford Industrial Realty, Inc.)
Description of Securities. Each of the Company and the Operating Partnership 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 Janneythe Agents, acting as agent agents and/or principalprincipals, shares of the Company’s common stock, par value $0.01 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $75,000,000 150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and Janney the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Janney the 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 SecuritiesShares. The Company has filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration provisions of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (collectively, the “1933 Securities Act”), and has filed such amendments theretowith the Commission a registration statement on Form N-2 (File No. 333-265533), if anyincluding a base prospectus, as may have been required relating to the date hereofCommon Shares, including the Shares to be issued from time to time by the Company. Such registration The Company has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in accordance a Prospectus (as defined below) subsequently filed with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, at any given time, including the amendments thereto at such time, the exhibits thereto and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 424 under the 1933 Securities Act at such time and the documents otherwise or deemed to be a part thereof or included therein by the 1933 Act Regulations, including the of such registration statement pursuant to Rule 430B Informationof the Securities Act, is herein called the “Registration Statement”; provided, however, that “.” The base prospectus included in the Registration Statement” without reference to a time means , as it may be supplemented by the Registration Statement as of Prospectus Supplement, in the time of the first contract of sale for the Securities, form in which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Janney and the Securities; and provided further, that if such prospectus and/or Prospectus Supplement have most recently been filed by the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to 424 under the Securities (the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Janney for use in connection with the offering of the SecuritiesAct, including the all documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreementtherein, is hereinafter collectively herein called the “Prospectus.” Unless Any reference to the context requires otherwisebase prospectus, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that 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, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations post-effective amendment to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement to any of the foregoing thereto shall be deemed to include the any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“E▇▇▇▇”). As used in this Agreement:▇.
Appears in 1 contract
Sources: Equity Distribution Agreement (Oxford Square Capital Corp.)