Common use of Description of Shares Clause in Contracts

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of shares of common stock (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Prologis, Inc.), Equity Distribution Agreement (Prologis, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 15,000,000 shares of common stock (the “Shares”)) of the Company’s Class A common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.), Equity Distribution Agreement (Amc Entertainment Holdings, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.0001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $50,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 2 contracts

Sources: Equity Distribution Agreement, Equity Distribution Agreement (Arena Pharmaceuticals Inc)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.0001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $75,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement Agreement, and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 20 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Clean Energy Fuels Corp.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.0001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $18,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Windstream Holdings, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $2 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $50,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Owens & Minor Inc/Va/)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $55,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) with the Manager in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (PhaseBio Pharmaceuticals Inc)

Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 4,516,629 shares of common stock (the “Shares”)) of the Company’s common stock, $0.0001 par value $0.01 per share (“Common Stock”), of the Company, ) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Purchase Agreement”) in substantially the form of Annex I hereto, relating to such purchase and sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: At the Market Program Agreement (China Direct Industries, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 1,500,000,000 aggregate gross sales proceeds of shares of common stock (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 20 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Prologis, L.P.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of 37,000,000 shares of common stock (the “Shares”)) of the Company’s common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to solicit purchases of sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (United Airlines, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 43,000,000 shares of common stock (the “Shares”)) of the Company’s Class A common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, shares of the Company’s Class C capital stock, $0.0001 par value (“Capital Stock”), having an aggregate gross sales price of up to $750,000,000 aggregate gross sales proceeds of shares of common stock 1,000,000,000.00 (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement Agreement, and each Manager agrees the Managers agree to use its their reasonable efforts efforts, consistent with their normal trading and sales practices, to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager the Managers as principal, it will enter into a separate agreement (each, a “Terms Agreement”) with such Manager in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Zillow Group, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principals, of up to $750,000,000 aggregate gross sales proceeds of shares of common stock (the “Shares”), par value $0.01 per share (“Common Stock”), of the Companyprincipal, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement, shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”) having an aggregate gross sales price of up to $150,000,000. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as the exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to solicit purchases of sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Triumph Group Inc)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $30,000,000.00 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Tocagen Inc)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.01 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $75,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Prairie Operating Co.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $50,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of selling the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager the Managers as principalprincipals, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

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

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, shares of its common stock, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $750,000,000 aggregate gross sales proceeds of shares of common stock 75 million (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (LTC Properties Inc)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, common shares of beneficial interest of the Company, $0.001 par value per share (“Common Shares”), having an aggregate gross sales price of up to $750,000,000 aggregate gross sales proceeds of shares of common stock 150 million (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Liberty Property Limited Partnership)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 10,000,000 shares of common stock (the “Shares”)) of the Company’s common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, ) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (CAESARS ENTERTAINMENT Corp)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 178,021,978 shares of common stock (the “Shares”)) of the Company’s Class A common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.)

Description of Shares. The Company has issued and proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 18,172,219 shares of common stock (the “Shares”)) of the Company’s common stock, $0.0001 par value $0.01 per share (“Common Stock”), of the Company, ) from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Continuous Offering Program Agreement (Delta Air Lines Inc /De/)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, the Company’s common shares, without par value (“Common Shares”), having an aggregate gross sales price of up to $750,000,000 aggregate gross sales proceeds of shares of common stock 25,000,000 (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Associated Estates Realty Corp)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 50,000,000 shares of common stock (the “Shares”)) of the Company’s Class A common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of 48,050,061 common shares of common stock (the “Shares”)) of beneficial interest, par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Prologis)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s common stock (the “Shares”)stock, $0.0001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $25,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Windstream Holdings, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, shares of its common stock, par value $6.00 per share (“Common Shares”), having an aggregate gross sales price of up to $750,000,000 aggregate gross sales proceeds of shares of common stock 45 million (the “Shares”), par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) ), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Central Vermont Public Service Corp)

Description of Shares. The Company proposes to issue and sell through or to the ManagersManager, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of shares of the Company’s Class A common stock (the “Shares”)stock, $0.0001 par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $100,000,000 (the Company“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the ManagersManager, the Company hereby appoints the Managers Manager as exclusive agents agent of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each the Manager agrees to use its commercially reasonable efforts to solicit purchases of of, and to sell, as sales agent for the Company, the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Danimer Scientific, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, of up to $750,000,000 aggregate gross sales proceeds of 28,000,000 shares of common stock (the “Shares”)) of the Company’s common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices, to solicit purchases of sell the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 19 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (United Airlines, Inc.)

Description of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents agent and/or principalsprincipal, of up to $750,000,000 aggregate gross sales proceeds of 11,550,000 shares of common stock (the “Shares”)) of the Company’s Class A common stock, $0.01 par value $0.01 per share (“Common Stock”), of the Company, from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager agrees the Managers agree to use its their reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell the Shares directly to a Manager as principal, it will enter into a separate agreement with such Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof.

Appears in 1 contract

Sources: Equity Distribution Agreement (Amc Entertainment Holdings, Inc.)