Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] under, and pursuant to, that certain Equity Distribution Agreement among the Company and the sales agents party thereto, dated February 18, 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: EXHIBIT B HECLA MINING COMPANY Common Stock TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] Ladies and Gentlemen: Hecla Mining Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18, 2021(the “Equity Distribution Agreement”), among the Company and the sales agents party thereto, to issue and sell to [BANK] [•] shares of the Company’s common stock, par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK], and [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Equity Distribution Agreement (Hecla Mining Co/De/)

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TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKAddressee Manager] under, and pursuant to, that certain Equity Distribution Agreement among the Company Partnership and the sales agents party theretoUBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC, dated February 18August 3, 2021 2017 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares Amount to be Sold in the Aggregate: [ ] ], Maximum Number of Shares Units to be Sold on each Trading Day: [ ] To be determined daily Floor Price: USDTo be determined daily Compensation to [Addressee Manager]: [ . ] Very truly yours, HECLA MINING COMPANY By: Name: Title: Accepted and agreed as ]% of the date first above written: [BANK] By: Name: Title: gross offering proceeds EXHIBIT B HECLA MINING COMPANY ENLINK MIDSTREAM PARTNERS, LP Common Stock Unit TERMS AGREEMENT [ ], 20[ ] [Manager] [Address] [City, State Zip] Ladies and Gentlemen: Hecla Mining CompanyEnLink Midstream Partners, LP, a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18August 3, 2021(the 2017 (the “Equity Distribution Agreement”), among the Company Partnership and the sales agents party theretoUBS Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., and Xxxxx Fargo Securities, LLC to issue and sell to [BANKAddressee Manager] [•[ ] shares of common units representing limited partner interests in the Company’s common stock, par value $0.25 per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to [BANKAddressee Manager] the option to purchase an additional [•[ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANKAddressee Manager] shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by [BANKAddressee Manager] to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by [BANKAddressee Manager] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANKAddressee Manager], as agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to [BANK], Addressee Manager] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to [BANKAddressee Manager], and [BANK] agrees Addressee Manager]agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANKAddressee Manager] and the CompanyPartnership. HECLA MINING COMPANY ENLINK MIDSTREAM PARTNERS, LP By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [BANKMANAGER] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per shareunit] Purchase Price by [BANKAddressee Manager]: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.]

Appears in 1 contract

Samples: Terms Agreement (EnLink Midstream Partners, LP)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] BMOCM under, and pursuant to, that certain Equity Distribution Agreement among between the Company and the sales agents party theretoBMOCM, dated February 18December [●], 2021 2020 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Soldsold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number number of Shares to be Sold sold in the Aggregateaggregate: [ [_______] Maximum Number number of Shares shares to be Sold sold on each Trading Day: [ [_______] Floor Price: USD[ . $[__.__] Very truly yours, HECLA MINING COMPANY EXICURE, INC. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: EXHIBIT B HECLA MINING COMPANY EXICURE, INC. Common Stock TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyExicure, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18December [●], 2021(the 2020 (the “Equity Distribution Agreement”), among between the Company and the sales agents party theretoBMO Capital Markets Corp. (“BMOCM”), to issue and sell to BMOCM [BANK] [•_______] shares of the Company’s common stock, par value $0.25 0.0001 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] BMOCM the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] BMOCM to the Company for the Purchased Shares. This option may be exercised by [BANK] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule attached hereto and subject to the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]BMOCM, and [BANK] BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] BMOCM and the Company. HECLA MINING COMPANY EXICURE, INC. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . $[__.__] per share] Purchase Price by BMOCM: $[BANK]: USD[ . __.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (Exicure, Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] BMOCM under, and pursuant to, that certain Equity Distribution Agreement among between the Company Partnership and the sales agents party theretoBMOCM, dated February 18May 29, 2021 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], ,[ ], 20[ ] ... . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] ], Maximum Number of Shares Units to be Sold on each Trading Day: [ ] ], Floor Price: USD[ . ] Compensation to BMOCM: [ ]% of the gross offering proceeds Very truly yours, HECLA MINING COMPANY ENLINK MIDSTREAM PARTNERS, LP By: Name: Title: Accepted and agreed as of the date first above written: [BANK] EnLink Midstream GP, LLC, its General Partner By: Name: Title: EXHIBIT B HECLA MINING COMPANY ENLINK MIDSTREAM PARTNERS, LP Common Stock Unit TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyEnLink Midstream Partners, LP, a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18May 29, 2021(the 2014 (the “Equity Distribution Agreement”), among between the Company Partnership and the sales agents party theretoBMO Capital Markets Corp. (“BMOCM”), to issue and sell to [BANKBMOCM [ ] [•] shares of common units representing limited partner interests in the Company’s common stock, par value $0.25 per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] BMOCM the option to purchase an additional [•[ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by [BANK] BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by [BANK] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]BMOCM, as agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to [BANK], BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to [BANK]BMOCM, and [BANK] BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] BMOCM and the CompanyPartnership. HECLA MINING COMPANY ENLINK MIDSTREAM PARTNERS, LP By: EnLink Midstream GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per shareunit] Purchase Price by [BANK]BMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(d); · the legal opinions referred to in Section 4(e) and (f); · the “comfort letter” referred to in Section 4(g); and · such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [ ].] EXHIBIT C Form of Opinion of Counsel to the Partnership

Appears in 1 contract

Samples: Terms Agreement (EnLink Midstream Partners, LP)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKBMOCM] [TD] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Company, BMOCM and the sales agents party theretoTD, dated February 18[_______], 2021 20[__] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANKBMO CAPITAL MARKETS CORP.] [TD SECURITIES (USA) LLC] By: Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 000 X 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC Xxx Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[_______], 2021(the 20[__] (the “Equity Distribution Agreement”), among between the Company Company, BMO Capital Markets Corp. (“BMOCM”) and TD Securities (USA) LLC (“TD”, and together with BMOCM, the sales agents party thereto“Agents”), to issue and sell to the Agents [BANK_______] [•] shares of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Agents is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Agents, and [BANK] agrees the Agents agree to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] among BMOCM, TD and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: TD SECURITIES (USA) LLC By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]the Agents: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To [BMOCM’s] [TD’s] account, or the account of [BMOCM’s] [TD’s] designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed): • the officer’s certificate referred to in Section 4(d); • the legal opinions referred to in Section 4(e) and Section 3(q); • the “comfort letter” referred to in Section 4(f); and • such other documents as the Agents shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is We refer to propose certain terms of the Agency Transaction entered into with [BANK] under, Amended and pursuant to, that certain Equity Distribution Agreement among the Company and the sales agents party theretoRestated Master Repurchase Agreement, dated February 18as of October 10, 2021 2023 (the “Agreement”). Please indicate your acceptance of , among PMT ISSUER TRUST – FMSR (the proposed terms below. Upon acceptance“Issuer Buyer”), PMT CO-ISSUER TRUST I – FMSR (the “Co-Issuer Buyer”, and collectively with PMT ISSUER TRUST – FMSR, the particular Agency Transaction to which this Transaction Notice relates shall supplement“Buyers”), form a part ofPennyMac Corp. (the “PMC Seller”), and be subject toPennyMac Holdings, LLC (the “PMH Seller”, collectively with the PMC Seller, the Agreement“Sellers”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The terms This notice is being delivered by the [PMC Seller][PMH Seller][Sellers] pursuant to Section 2.02 of the particular Agency Transaction to which this Transaction Notice relates are Agreement. Please be notified that the [PMC Seller][PMH Seller][Sellers] hereby irrevocably requests that the [Issuer Buyer][Co-Issuer Buyer] enter into the following Transaction(s) with the [PMC Seller][PMH Seller][Xxxxxxx] as follows: Trading Day(s) Purchase Price of Transaction Amount of Asset Base Outstanding Purchase Price The requested Purchase Date is _______________. The [PMC Seller][PMH Seller][Sellers] requests that the proceeds of the Purchase Price be deposited in the [PMC Seller’s][PMH Seller’s][Sellers’] account at _______, ABA Number _______, account number ____, References: _____, Attn: _______. The Sellers hereby represent and warrant that each of the representations and warranties made by such Sellers in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares includes the Assets to be Sold subject to the requested Transaction. PENNYMAC CORP., as a Seller By: PENNYMAC HOLDINGS, LLC, as a Seller By: Exhibit A-2 [Asset Schedule] EXHIBIT B FORM OF REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENTS OR PARTICIPATION CERTIFICATES Dated: [_________] PMT ISSUER TRUST - FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx PMT CO-ISSUER TRUST I – FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Wilmington, Delaware 19801 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE Ladies and Gentlemen: We refer to the Amended and Restated Master Repurchase Agreement, dated as of October 10, 2023 (the “Agreement”), by and among PMT ISSUER TRUST – FMSR (the “Issuer Buyer”), PMT CO-ISSUER TRUST I – FMSR (the “Co-Issuer Buyer”, and collectively with the Issuer Buyer, the “Buyers”), PennyMac Corp. (the “PMC Seller”), PennyMac Holdings, LLC (the “PMH Seller”, and collectively with the PMC Seller, the “Sellers”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Each capitalized term used but not defined herein shall have the meaning specified in the AggregateAgreement. This request is being delivered by the Sellers pursuant to Section 2.12 of the Agreement. The [PMC Seller][PMH Seller] hereby requests that the following Participation Agreement(s) or Participation Certificate(s) be approved as eligible Participation Agreement(s) or Participation Certificate(s), as applicable: [ PARTICIPATION CERTIFICATES: Description of Participation Certificate Participation Date PARTICIPATION AGREEMENTS: Description of Participation Agreement Portfolio Mortgage Loans Participation Date [PENNYMAC CORP., as a Seller By: ] Maximum Number of Shares to be Sold on each Trading Day[PENNYMAC HOLDINGS, LLC, as a Seller By: [ ] Floor PriceACKNOWLEDGED AND AGREED: USD[ . ] Very truly yours[PMT ISSUER TRUST - FMSR, HECLA MINING COMPANY as a Buyer By: Name: Title: Accepted and agreed :] [PMT CO-ISSUER TRUST I – FMSR], as of the date first above written: [BANK] a Buyer By: Name: Title:] EXHIBIT C FORM OF MARGIN EXCESS NOTICE Dated: EXHIBIT B HECLA MINING COMPANY Common Stock TERMS AGREEMENT [ ][_________] PMT ISSUER TRUST - FMSR c/o Wilmington Savings Fund Society, 20[ ] [•] [•] [•] Ladies and Gentlemen: Hecla Mining Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18, 2021(the “Equity Distribution Agreement”), among the Company and the sales agents party thereto, to issue and sell to [BANK] [•] shares of the Company’s common stock, par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]FSB, as agent of the CompanyOwner Trustee 000 Xxxxxxxx Xxxxxx, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety00xx Xxxxx Wilmington, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration StatementDelaware 19801 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx PMT CO-ISSUER TRUST I – FMSR c/o Wilmington Savings Fund Society, or a supplement to the ProspectusFSB, as the case may beOwner Trustee 000 Xxxxxxxx Xxxxxx, relating to the Purchased Shares [and the Additional Shares]00xx Xxxxx Wilmington, in the form heretofore delivered to [BANK]Delaware 19801 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: XXxxxxxx@xxxxxxxx.xxx Atlas Securitized Products, is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraphL.P. 3 Bryant Park New York, the Company agrees to issue and sell to [BANK]New York 10036 Phone Number: (000) 000-0000 E-mail: XxxxxXXXxxxxxxXxxxxxx@Xxxxx-XX.xxx Citibank, and [BANK] agrees to purchase from the CompanyN.A. Agency & Trust 000 Xxxxxxxxx Xxxxxx New York, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY ByNY 10013 Attention: NamePMT ISSUER TRUST – FMSR Collateralized Notes Phone Number: Title(000) 000-0000 Fax Number: Accepted and agreed as of the date first above written(000) 000-0000 email: [BANK] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]xxxxxxx.xxxxxxx@xxxx.xxx

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] under, and pursuant to, that certain Equity Distribution Agreement among between Investors Real Estate Trust, a North Dakota real estate investment trust (the Company “Company”), and IRET Properties, a North Dakota Limited Partnership (the sales agents party thereto“Operating Partnership”), BMO Capital Markets Corp., BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and Rxxxxx X. Xxxxx & Co. Incorporated (each an “Agent” and collectively, the “Agents”), dated February 18November 7, 2021 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, HECLA MINING COMPANY INVESTORS REAL ESTATE TRUST By: Name: Title: IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: EXHIBIT B HECLA MINING COMPANY [NAME OF COMPANY] Common Stock Shares of Beneficial Interest TERMS AGREEMENT [ [_______], 20[ ] [•] [•__] [•] Ladies and Gentlemen: Hecla Mining CompanyInvestors Real Estate Trust, a Delaware corporation North Dakota real estate investment trust (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18November 7, 2021(the 2019 (the “Equity Distribution Agreement”), among between the Company and IRET Properties, a North Dakota Limited Partnership (the sales agents party thereto“Operating Partnership”), BMO Capital Markets Corp., BTIG, LLC, Jxxxxxxxx LLC, Rxxxxxx Jxxxx & Associates, Inc. and Rxxxxx X. Xxxxx & Co. Incorporated (each an “Agent” and collectively, the “Agents”), to issue and sell to [BANK] [_______] shares of the Company’s common stockshares of beneficial interest, no par value $0.25 per share (the “Purchased Shares”)) [, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [_______] shares of such common stock shares of beneficial interest (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth 30th day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], •] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK], and [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY INVESTORS REAL ESTATE TRUST By: Name: Mxxx X. Xxxxxx, Xx. Title: Chief Executive Officer IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same same-day funds.]

Appears in 1 contract

Samples: Terms Agreement (Investors Real Estate Trust)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is We refer to propose certain terms of the Agency Transaction entered into with [BANK] under, and pursuant to, that certain Equity Distribution Agreement among the Company and the sales agents party theretoMaster Repurchase Agreement, dated February 18as of December 20, 2021 2017 (the “Agreement”), among PMT ISSUER TRUST - FMSR, PennyMac Corp. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The terms This notice is being delivered by the Seller pursuant to Section 2.02 of the particular Agency Transaction to which this Transaction Notice relates are Agreement. Please be notified that the Seller hereby irrevocably requests that the Buyer enter into the following Transaction(s) with the Seller as follows: Trading Day(s) on which Shares may Purchase Price of Transaction Amount of Asset Base Outstanding Purchase Price The requested Purchase Date is . The Seller requests that the proceeds of the Purchase Price be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares to be Sold deposited in the AggregateSeller’s account at , ABA Number , account number , References: [ ] Maximum Number , Attn: . The Seller hereby represents and warrants that each of Shares the representations and warranties made by the Seller in each of the Program Agreements to be Sold which it is a party is true and correct in all material respects, in each case, on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above writtenhereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which includes the Assets to be subject to the requested Transaction. PENNYMAC CORP. By: [BANKAsset Schedule] EXHIBIT B FORM OF REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENTS OR PARTICIPATION CERTIFICATES Dated: [ ] PMT ISSUER TRUST—FMSR c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE Ladies and Gentlemen: We refer to the Master Repurchase Agreement, dated as of December 20, 2017 (the “Agreement”), by and among PMT ISSUER TRUST - FMSR, PennyMac Corp. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”). Each capitalized term used but not defined herein shall have the meaning specified in the Agreement. This request is being delivered by the Seller pursuant to Section 2.12 of the Agreement. The Seller hereby requests that the following Participation Agreement(s) or Participation Certificate(s) be approved as eligible Participation Agreement(s) or Participation Certificate(s), as applicable: PARTICIPATION CERTIFICATES: Description of Participation Certificate Participation Date PARTICIPATION AGREEMENTS: Description of Participation Agreement Portfolio Mortgage Loans Participation Date PENNYMAC CORP., as Seller By: ACKNOWLEDGED AND AGREED: PMT ISSUER TRUST - FMSR, as Buyer By: Name: Title: EXHIBIT B HECLA MINING COMPANY Common Stock TERMS AGREEMENT [ ], 20C FORM OF MARGIN EXCESS NOTICE Dated: [ ] [•] [•] [•] Ladies and Gentlemen: Hecla Mining CompanyPMT ISSUER TRUST—FMSR c/o Wilmington Savings Fund Society, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18, 2021(the “Equity Distribution Agreement”), among the Company and the sales agents party thereto, to issue and sell to [BANK] [•] shares of the Company’s common stock, par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]FSB, as agent of the CompanyOwner Trustee 000 Xxxxxxxx Xxxxxx, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx Credit Suisse First Boston Mortgage Capital LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxx Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxx.xxxxxxxx@xxxxxx-xxxxxx.xxx Citibank, N.A. Corporate and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration StatementInvestment Banking 000 Xxxxxxxxx Xxxxxx, or a supplement to the Prospectus00xx Xxxxx Xxx Xxxx, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK], and [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY ByXX 00000 Attention: NamePMT ISSUER TRUST – FMSR Collateralized Notes Phone Number: Title(000) 000-0000 Fax Number: Accepted and agreed as of the date first above written(000) 000-0000 email: [BANK] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]xxxxxxx.xxxxxxx@xxxx.xxx

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKBMOCM] [TD] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Company, BMOCM and the sales agents party theretoTD, dated February 18[_______], 2021 20[__] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANKBMO CAPITAL MARKETS CORP.] [TD SECURITIES (USA) LLC] By: Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 000 X 00xx Xxxxxx New York, New York 10036 TD Securities (USA) LLC Xxx Xxxxxxxxxx Xxxxxx New York, New York 10017 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[_______], 2021(the 20[__] (the “Equity Distribution Agreement”), among between the Company Company, BMO Capital Markets Corp. (“BMOCM”) and TD Securities (USA) LLC (“TD”, and together with BMOCM, the sales agents party thereto“Agents”), to issue and sell to the Agents [BANK_______] [•] shares of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Agents is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Agents, and [BANK] agrees the Agents agree to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] among BMOCM, TD and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: TD SECURITIES (USA) LLC By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]the Agents: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To [BMOCM’s] [TD’s] account, or the account of [BMOCM’s] [TD’s] designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed): ● the officer’s certificate referred to in Section 4(d); ● the legal opinions referred to in Section 4(e) and Section 3(q); ● the “comfort letter” referred to in Section 4(f); and ● such other documents as the Agents shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] BMOCM under, and pursuant to, that certain Equity Distribution Agreement among between the Company Partnership and the sales agents party theretoBMOCM, dated February 18May 10, 2021 2013 (the “Agreement”). Please indicate your acceptance of the proposed terms belowbelow by acknowledgment included in a return electronic mail message. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [ ], 20[ ], [ ], 20[ ] ... . . . [ ], 20[ ] Maximum Number of Shares Units to be Sold in the Aggregate: [ ] Maximum Number of Shares Units to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Compensation to BMOCM: [ ]% of the gross offering proceeds Very truly yours, HECLA MINING COMPANY CROSSTEX ENERGY, L.P. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] Crosstex Energy GP, LLC, its General Partner By: Name: Title: EXHIBIT B HECLA MINING COMPANY CROSSTEX ENERGY, L.P. Common Stock Unit TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyCrosstex Energy, L.P., a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18May 10, 2021(the 2013 (the “Equity Distribution Agreement”), among between the Company Partnership and the sales agents party theretoBMO Capital Markets Corp. (“BMOCM”), to issue and sell to [BANKBMOCM [ ] [•] shares of common units representing limited partner interests in the Company’s common stock, par value $0.25 per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] BMOCM the option to purchase an additional [•[ ] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] BMOCM shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share to be paid by [BANK] BMOCM to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by [BANK] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyPartnership. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]BMOCM, as agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to [BANK], BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to [BANK]BMOCM, and [BANK] BMOCM agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] BMOCM and the CompanyPartnership. HECLA MINING COMPANY CROSSTEX ENERGY, L.P. By: Crosstex Energy GP, LLC, its General Partner By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per shareunit] Purchase Price by [BANK]BMOCM: USD[ . ] per share unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(d); · the legal opinions referred to in Section 4(e) and (f); · the “comfort letter” referred to in Section 4(g); and · such other documents as BMOCM shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(m) of the Equity Distribution Agreement, [ ].] EXHIBIT C Form of Opinion of Counsel to the Partnership

Appears in 1 contract

Samples: Terms Agreement (Crosstex Energy Lp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] BMOCM under, and pursuant to, that certain Equity Distribution Agreement among between the Company and the sales agents party theretoBMOCM, dated February 18[_______], 2021 20[__] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ ] ... [ [__], . .. . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[_______], 2021(the 20[__] (the “Equity Distribution Agreement”), among between the Company and the sales agents party theretoBMO Capital Markets Corp. (“BMOCM”), to issue and sell to BMOCM [BANK] [•] shares _______]of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] BMOCM the option to purchase an additional [_______] shares of such common stock shares (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] BMOCM to the Company for the Purchased Shares. This option may be exercised by [BANK] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]BMOCM, and [BANK] BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] BMOCM and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]BMOCM: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(e) and Section 3(q); • the “comfort letter” referred to in Section 4(f); and • such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] BMOCM under, and pursuant to, that certain Equity Distribution Agreement among between the Company and the sales agents party theretoBMOCM, dated February 18May [●], 2021 2016 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Very truly yours, HECLA MINING COMPANY COEUR MINING, INC. By: :______________________________ Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: :______________________________ Name: Title: EXHIBIT B HECLA MINING COMPANY COEUR MINING, INC. Common Stock TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyCoeur Mining, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18May __, 2021(the 2016 (the “Equity Distribution Agreement”), among between the Company and the sales agents party theretoBMO Capital Markets Corp. (“BMOCM”), to issue and sell to BMOCM [BANK] [•_______] shares of the Company’s common stock, par value $0.25 [_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] BMOCM the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] BMOCM to the Company for the Purchased Shares. This option may be exercised by [BANK] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]BMOCM, and [BANK] BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] BMOCM and the Company. HECLA MINING COMPANY COEUR MINING, INC. By: :______________________________ Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: :______________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]BMOCM: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): · the officer’s certificate referred to in Section 4(c); · the legal opinions referred to in Section 4(d) and (e); · the “comfort letter” referred to in Section 4(f); and · such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company

Appears in 1 contract

Samples: Terms Agreement (Coeur Mining, Inc.)

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TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKBMOCM] [TD] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Company, BMOCM and the sales agents party theretoTD, dated February 18[ ], 2021 20[ ] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... . . . [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANKBMO CAPITAL MARKETS CORP.] [TD SECURITIES (USA) LLC] By: Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC 00 X. 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[ ], 2021(the 20[ ] (the “Equity Distribution Agreement”), among between the Company Company, BMO Capital Markets Corp. (“BMOCM”) and TD Securities (USA) LLC (“TD”, and together with BMOCM, the sales agents party thereto“Agents”), to issue and sell to [BANKthe Agents [ ] [•] shares of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Agents is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Agents, and [BANK] agrees the Agents agree to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] among BMOCM, TD and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: TD SECURITIES (USA) LLC By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]the Agents: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To [BMOCM’s] [TD’s] account, or the account of [BMOCM’s] [TD’s] designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [ ], 20[ ] Closing Location: [ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed): • the officer’s certificate referred to in Section 4(d); • the legal opinions referred to in Section 4(e) and Section 3(q); • the “comfort letter” referred to in Section 4(f); and • such other documents as the Agents shall reasonably request. [Indemnity: [ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [ ].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKBMOCM] [TD] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Company, BMOCM and the sales agents party theretoTD, dated February 18[_______], 2021 20[__] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [_______], 20[ [__], [ [_______], 20[ [__] ... [ . . . [_______], 20[ [__] Maximum Number of Shares to be Sold in the Aggregate: [ [_______] Maximum Number of Shares to be Sold on each Trading Day: [ [_______] Floor Price: USD[ . [__.__] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: ______________________________ Name: Title: Accepted and agreed as of the date first above written: [BANKBMO CAPITAL MARKETS CORP.] [TD SECURITIES (USA) LLC] By: ______________________________ Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 000 X 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC Xxx Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[_______], 2021(the 20[__] (the “Equity Distribution Agreement”), among between the Company Company, BMO Capital Markets Corp. (“BMOCM”) and TD Securities (USA) LLC (“TD”, and together with BMOCM, the sales agents party thereto“Agents”), to issue and sell to the Agents [BANK_______] [•] shares of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Agents is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Agents, and [BANK] agrees the Agents agree to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] among BMOCM, TD and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: _____________________________ Name: Title: TD SECURITIES (USA) LLC By: _____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]the Agents: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To [BMOCM’s] [TD’s] account, or the account of [BMOCM’s] [TD’s] designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed): • the officer’s certificate referred to in Section 4(d); • the legal opinions referred to in Section 4(e) and Section 3(q); • the “comfort letter(s)” referred to in Section 4(f); and • such other documents as the Agents shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is We refer to propose certain terms of the Agency Transaction entered into with [BANK] under, Amended and pursuant to, that certain Equity Distribution Agreement among the Company and the sales agents party theretoRestated Master Repurchase Agreement, dated February 18as of April 1, 2021 2020 (the “Agreement”), among PNMAC GMSR ISSUER TRUST, PennyMac Loan Services, LLC (the “Seller”), Private National Mortgage Acceptance Company, LLC (the “Guarantor”) and Credit Suisse First Boston Mortgage Capital LLC. Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms Each capitalized term used but not otherwise defined herein shall have the meanings ascribed to them meaning specified in the Agreement. The terms This notice is being delivered by Seller pursuant to Section 2.02 of the particular Agency Transaction to which this Transaction Notice relates are Agreement. Please be notified that Seller hereby irrevocably requests that the Buyer enter into the following Transaction(s) with the Seller as follows: Trading Day(s) Purchase Price of Transaction Amount of Asset Base Outstanding Purchase Price The requested Purchase Date is _______________. Seller requests that the proceeds of the Purchase Price be deposited in Seller’s account at _______, ABA Number _______, account number ____, References: _____, Attn: _______. Seller hereby represents and warrants that each of the representations and warranties made by Seller in each of the Program Agreements to which it is a party is true and correct in all material respects, in each case, on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. Attached hereto is a true and correct Asset Schedule, which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares includes the Assets to be Sold subject to the requested Transaction. PENNYMAC LOAN SERVICES, LLC By: [Asset Schedule] EXHIBIT B FORM OF REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENTS OR PARTICIPATION CERTIFICATES Dated: [_________] PNMAC GMSR ISSUER TRUST c/o Wilmington Savings Fund Society, FSB, as Owner Trustee 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Administration Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 E-mail: xxxxxxxx@xxxxxxxx.xxx REQUEST FOR APPROVAL OF PARTICIPATION AGREEMENT OR PARTICIPATION CERTIFICATE Ladies and Gentlemen: We refer to the Amended and Restated Master Repurchase Agreement, dated as of April 1, 2020 (the “Agreement”), by and among PNMAC GMSR ISSUER TRUST, PennyMac Loan Services, LLC (“Seller”), Private National Mortgage Acceptance Company, LLC (“Guarantor”) and Credit Suisse First Boston Mortgage Capital LLC. Each capitalized term used but not defined herein shall have the meaning specified in the AggregateAgreement. This request is being delivered by Seller pursuant to Section 2.12 of the Agreement. Seller hereby requests that the following Participation Agreement(s) or Participation Certificate(s) be approved as eligible Participation Agreement(s) or Participation Certificate(s), as applicable: [ ] Maximum Number PARTICIPATION CERTIFICATES: Description of Shares to be Sold on each Trading DayParticipation Certificate Participation Date PARTICIPATION AGREEMENTS: [ ] Floor PriceDescription of Participation Agreement Pool No. Participation Date PennyMac Loan Services, LLC, as Seller By: USD[ . ] Very truly yoursACKNOWLEDGED AND AGREED: PNMAC GMSR ISSUER TRUST, HECLA MINING COMPANY as Buyer By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: EXHIBIT B HECLA MINING COMPANY Common Stock TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] Ladies and Gentlemen: Hecla Mining Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18, 2021(the “Equity Distribution Agreement”), among the Company and the sales agents party thereto, to issue and sell to [BANK] [•] shares of the Company’s common stock, par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK], and [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]:

Appears in 1 contract

Samples: Master Repurchase Agreement (PennyMac Financial Services, Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKInsert Applicable Manager] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Transaction Parties, the Managers and the sales agents Forward Purchasers party thereto, dated February 18August 23, 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ [●], 20[ [●], [ [●], 20[ [●] ... [ . . . [●], 20[ [●] Maximum Number of Shares to be Sold in the Aggregate: [ [●] Maximum Number of Shares to be Sold on each Trading Day: [ [●] Floor Price: USD[ [●] Exh. ] A-1 Very truly yours, HECLA MINING COMPANY BROADSTONE NET LEASE, INC. By: Name: Title: Accepted and agreed as of the date first above written: [BANKINSERT APPLICABLE MANAGER] By: Name: Title: EXHIBIT B HECLA MINING COMPANY BROADSTONE NET LEASE, INC. Common Stock ($0.00025 par value per share) TERMS AGREEMENT [ [●], 20[ [●] [•] [•] [•Insert Applicable Manager] Ladies and Gentlemen: Hecla Mining CompanyBroadstone Net Lease, Inc., a Delaware Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18August 23, 2021(the 2021 (the “Equity Distribution Agreement”), by and among the Company Company, the Managers and the sales agents party theretoForward Purchasers, to issue and sell to [BANKInsert Applicable Manager] (the “UW Manager”) [] shares of the Company’s common stock, par value $0.25 0.00025 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the UW Manager the option to purchase an additional [] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] The UW Manager shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] the UW Manager to the Company for the Purchased Shares. This option may be exercised by [BANK] the UW Manager at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the UW Manager, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the UW Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the UW Manager, and [BANK] the UW Manager agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] the UW Manager and the Company. HECLA MINING COMPANY Very truly yours, BROADSTONE NET LEASE, INC. By: Name: Title: Accepted and agreed as of the date first above written: [BANKINSERT UW MANAGER] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [●] per share] Purchase Price by [BANKInsert Manager]: USD[ . [●] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Equity Distribution Agreement (Broadstone Net Lease, Inc.)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANK] a Manager under, and pursuant to, that certain Equity Distribution Agreement among between the Company and the sales agents party theretoManagers, dated February March 18, 2021 2015 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... . . . [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY HALCÓN RESOURCES CORPORATION By: Name: Title: Accepted and agreed as of the date first above written: [BANK·] By: Name: Title: EXHIBIT B HECLA MINING COMPANY HALCÓN RESOURCES CORPORATION Common Stock TERMS AGREEMENT [ ], 20[ ] [•] [•] [•·] Ladies and Gentlemen: Hecla Mining CompanyHalcón Resources Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February March 18, 2021(the 2015 (the “Equity Distribution Agreement”), among between the Company and BMO Capital Markets Corp., Xxxxxxxxx LLC and MLV & Co. LLC (“the sales agents party theretoManagers” and each a “Manager”), to issue and sell to [BANK] [•the undersigned Manager [ ] shares of the Company’s common stock, par value $0.25 [ . ] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the Manager the option to purchase an additional [•[ ] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[BANK] The Manager shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] the Manager to the Company for the Purchased Shares. This option may be exercised by [BANK] the Manager at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Manager, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Manager, and [BANK] the Manager agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule 1 hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] the Managers and the Company. HECLA MINING COMPANY HALCÓN RESOURCES CORPORATION By: Name: Title: Accepted and agreed as of the date first above written: [BANK·] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . ] per share] Purchase Price by [BANK]the Managers: USD[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.]

Appears in 1 contract

Samples: Terms Agreement (Halcon Resources Corp)

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [BANKBMOCM] [TD] under, and pursuant to, that certain Equity Distribution Agreement among between the Company Company, BMOCM and the sales agents party theretoTD, dated February 18[ ], 2021 20[ ] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ]] , [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANKBMO CAPITAL MARKETS CORP.] [TD SECURITIES (USA) LLC] By: Name: Title: EXHIBIT B HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. Common Stock Shares TERMS AGREEMENT [ [_______], 20[ [__] [•] [•] [•] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 TD Securities (USA) LLC Xxx Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Hecla Mining CompanyFirst Majestic Silver Corp., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18[_______], 2021(the 20[__] (the “Equity Distribution Agreement”), among between the Company Company, BMO Capital Markets Corp. (“BMOCM”) and TD Securities (USA) LLC (“TD”, and together with BMOCM, the sales agents party thereto“Agents”), to issue and sell to the Agents [BANK_______] [•] shares of the Company’s common stockshares, no par value $0.25 per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[BANK] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], the Agents is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK]the Agents, and [BANK] agrees the Agents agree to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] among BMOCM, TD and the Company. HECLA MINING COMPANY FIRST MAJESTIC SILVER CORP. By: Name: Title: Accepted and agreed as of the date first above written: [BANK] BMO CAPITAL MARKETS CORP. By: Name: Title: TD SECURITIES (USA) LLC By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[ . [__.__] per share] Purchase Price by [BANK]the Agents: USD[ . [__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To [BMOCM’s] [TD’s] account, or the account of [BMOCM’s] [TD’s] designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Schedule is annexed): • the officer’s certificate referred to in Section 4(d); • the legal opinions referred to in Section 4(e) and Section 3(q); • the “comfort letter(s)” referred to in Section 4(f); and • such other documents as the Agents shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

Appears in 1 contract

Samples: Equity Distribution Agreement (First Majestic Silver Corp)

TRANSACTION NOTICE. Ladies and GentlemenDear : The purpose of this Transaction This Notice is to propose certain sets forth the terms of the Agency Transaction entered into agreement of (“ ”) with [BANK] under, and pursuant to, that certain Equity Distribution Agreement among the Company and the sales agents party thereto, dated February 18, 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [ ], 20[ ], [ ], 20[ ] ... [ ], 20[ ] Maximum Number of Shares to be Sold in the Aggregate: [ ] Maximum Number of Shares to be Sold on each Trading Day: [ ] Floor Price: USD[ . ] Very truly yours, HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [BANK] By: Name: Title: EXHIBIT B HECLA MINING COMPANY Common Stock TERMS AGREEMENT [ ], 20[ ] [•] [•] [•] Ladies and Gentlemen: Hecla Mining Company, a Delaware [Delaware] corporation (the “Company”), proposes, subject ) relating the issuance of up to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated February 18, 2021(the “Equity Distribution Agreement”), among the Company and the sales agents party thereto, to issue and sell to [BANK] [•] shares of the Company’s common stock, par value $0.25 0.01 per share pursuant to the Distribution Agreement between the Company and , dated , 200_ (the “Purchased SharesAgreement”)[, and, solely for the purpose of covering over-allotments, to grant to [BANK] the option to purchase an additional [•] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not Unless otherwise defined herein below, capitalized terms defined in the Agreement shall have the same meanings ascribed when used herein. By countersigning or otherwise indicating in writing the Company’s acceptance of this Notice (an “Acceptance”), the Company shall have agreed with to them engage in the Agreement. following transaction: Type of Transaction: [[BANKAgency or Principal Transaction] shall have the right Number of Shares to purchase from the Company all or a portion of the Additional be Sold: ___________________________________ Minimum Price at which Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Sold: ___________________________________ Date(s) on which Shares at the same purchase price per share to be paid by [BANK] to the Company for the Purchased Shares. This option may be exercised by [BANK] at any time Sold: ___________________________________ (but not more than once“Purchase Date”) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to Discount/Commission: ___________________________________ Manner in which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, Sold: [Specify “at-the-market” or other method] Option to purchase additional Shares pursuant to Section 3(c) of Agreement: [Applicable or Not Applicable] The Transaction set forth in this Notice will not be binding on the “Option Settlement Date”)Company or unless and until the Company delivers its Acceptance; provided, however, that neither the Option Settlement Date shall not Company nor will be earlier than bound by the Settlement Date terms of this Notice unless the Company delivers its Acceptance by am/pm (as set forth in the Schedule heretoNew York time) nor earlier than the second business day after on [the date hereof/ , 200 ]. The Transaction, if it becomes binding on which the option parties, shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment be subject to all of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner representations, warranties, covenants and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [BANK], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [BANK], is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the other terms and conditions of the Equity Distribution Agreement Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [BANK], and [BANK] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule heretoby reference. If the foregoing is in accordance with conforms to your understandingunderstanding of our agreement, please sign and return to us a counterpart hereofso indicate by providing your Acceptance in the manner contemplated by the Agreement. Very truly yours, whereupon this Terms Agreement, including those provisions [Name of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [BANK] and the Company. HECLA MINING COMPANY By: Name: Title: Accepted and agreed as of the date first above written: [BANKAgent] By: Name: Title: Schedule to Terms Agreement ACCEPTED as of the date first above written [Price to PublicName of Company] By: USD[ . ] per share] Purchase Price by [BANK]Name: USD[ . ] per share Method of and Specified Funds for Payment of Purchase PriceTitle: [By wire transfer to Note: The Company’s Acceptance may also be evidenced by a bank account specified by separate written acceptance referencing this Notice and delivered in accordance with the Company in same day funds.]Agreement] Exhibit B

Appears in 1 contract

Samples: Distribution Agreement (Matrix Service Co)

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