TRANSACTION NOTICE. On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to BNYMCM (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of BNYMCM or the Forward Seller, which may be withheld in BNYMCM’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, BNYMCM nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.
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 o...
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with the [Canadian Agent / U.S. Agent] under, and pursuant to, that certain Equity Distribution Agreement between the Company, the Canadian Agent and the U.S. Agent, dated [_______], 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]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[__.__] Very truly yours, METALLA ROYALTY & STREAMING LTD. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: [BMO XXXXXXX XXXXX INC.] / [BMO CAPITAL MARKETS CORP.] By:______________________________ Name: Title: EXHIBIT B Form of Opinion of Canadian Counsel to the Company
TRANSACTION NOTICE. Seller shall have delivered to Buyer (a) a Transaction Notice and (b) an Asset Schedule;
TRANSACTION NOTICE. Dear : This Transaction Notice relates to the issuance and sale of Common Stock, par value $0.001 per share, of JAVELIN Mortgage Investment Corp., a Maryland corporation (the “Company”), pursuant to the Distribution Agreement by and among the Company, ARMOUR Residential Management LLC and J.P. Morxxx Xxxxxxxies LLC (the “Agent”), dated February 7, 2014 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. Number of Shares to be Sold: Date(s) on which Shares may be Sold: (“Purchase Date”) Discount/Commission: [Insert if lower than 2.0%] Manner in which Sharesare to be Sold: Agency Transaction Floor price: [Insert if any] The Agency Transaction set forth in this Transaction Notice will not be binding on the Agent unless the Agent accepts its terms in accordance with Section 2(a) of the Agreement. The Agency Transaction shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the Time of Delivery and at any Time of Sale, any Purchase Date and any Settlement Date. Very truly yours, JAVELIN Mortgage Investment Corp. By: Name: Title: Exhibit C-1 OFFICERS’ CERTIFICATE OF THE COMPANY Dated __________, 20__ We, [name], [title] of JAVELIN Mortgage Investment Corp. (the “Company”), do hereby certify that this certificate is signed by us pursuant to the Distribution Agreement dated February 7, 2014 between the Company, ARMOUR Residential Management LLC (the “Manager”) and J.P. Morxxx Xxxxxxxies LLC (the “Agreement”), and do hereby further certify on behalf of the Company, as follows:
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with [•] under, and pursuant to, that certain Equity Distribution Agreement between the American Finance Trust, Inc., a Maryland corporation (the “Company”), and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Co., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., and Truist Securities, Inc. (each an “Agent” and collectively, the “Agents”), dated January [●], 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[__.__] Compensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, AMERICAN FINANCE TRUST, INC. By: Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: [•] By: Name: Title: EXHIBIT B [NAME OF COMPANY] 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock TERMS AGREEMENT [_______], 20[__] [•] Ladies and Gentlemen: American Finance Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated January [●], 2021 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx Securities, Inc., Citizens Capital Markets, Inc., X.X. Xxxxxxxx & Co., KeyBanc Capital Markets Inc., Ladenburg Xxxxxxxx & Co. Inc., and Truist Securities, Inc. (each an “Agent” and collectively, the “Agents”), to iss...
TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company and BMOCM, dated [_______], 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, FIRST MAJESTIC SILVER CORP. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:______________________________ Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [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 BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or befor...
TRANSACTION NOTICE. The execution of orders is recorded in a transaction notice which the Bank will send to the Client by post as soon as possible and in any case within 24 business hours of the time when the Bank was informed of the order execution conditions, except in the event of a technical incident or a case of force majeure. The transaction notice will notably contain the following information: - Bank’s identification; - corporate name of the Client or any other designation concerning the Client (e.g. account number); - trading day ; - trading time; - ty pe of order; - identif ication of the place of execution; - identif ication of the financial instrument; - buy /sell indicator; - nature of the order if it is neither a buy order nor a sell order; - v olume; - unit price. if the order is executed in xxx xxx, the Bank may inform the Client of the price of each lev el or the average price. If the Bank informs the Client of the average price, the price by lev el may be communicated to him/her upon request; - total price; - currency ; - exchange rate obtained when the transaction involves a currency conversion; - total amount of commissions and fees billed, and if so requested, the Bank may provide the Client with a breakdown by entry; - the indication, as applicable, that the client’s counterparty was the investment serv ices provider itself, or any member whatsoever of the same group, or another client of the inv estment services provider, unless the order was executed through a trading system facilitating anonymous trading. Allowing f or the transit times of the transaction notice into account, if this was sent by post, in theory this should reach the Client within two business days in France after the time when the Bank is informed of the conditions for execution of the order. The Client is therefore requested to contact the Bank if no transaction notice is received within three consecutive business days. The Bank will then send another transaction notice to the Client.
TRANSACTION NOTICE. On or prior to 5:00 p.m. (New York Time) three (3) Business Days prior to the related Purchase Date, each Seller shall have delivered to Buyer a Transaction Notice, which shall include the related Confirmation(s) and the related Asset Schedule(s);;
TRANSACTION NOTICE. The execution of orders is recorded in a transaction notice which the Bank will send to the Client by post as soon as possible and in any case within 24 business hours of the time when the Bank was informed of the order execution conditions, except in the event of a technical incident or a case of force majeure. The transaction notice will notably contain the following information: - Bank’s identification; - corporate name of the Client or any other designation concerning the Client (e.g. account number); - trading day; - trading time; - type of order; - identification of the place of execution; - identification of the financial instrument; - buy/sell indicator; - nature of the order if it is neither a buy order nor a sell order; - volume; - unit price. if the order is executed in levels, the Bank may inform the Client of the price of each level or the average price. If the Bank informs the Client of the average price, the price by level may be communicated to him/her upon request; - total price; - currency; - exchange rate obtained when the transaction involves a currency conversion; - total amount of commissions and fees billed, and if so requested, the Bank may provide the Client with a breakdown by entry; - the indication, as applicable, that the client’s counterparty was the investment services provider itself, or any member whatsoever of the same group, or another client of the investment services provider, unless the order was executed through a trading system facilitating anonymous trading. Allowing for the transit times of the transaction notice into account, if this was sent by post, in theory this should reach the Client within two business days in France after the time when the Bank is informed of the conditions for execution of the order. The Client is therefore requested to contact the Bank if no transaction notice is received within three consecutive business days. The Bank will then send another transaction notice to the Client.
