Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agents agree that the Company may issue and sell through the Agents, as sales agents for the Company, the Shares (an “Agency Transaction”) as follows:
(i) The Company may, from time to time, propose to the applicable Agent the terms of an Agency Transaction by means of a telephone call or other form of written electronic communication (confirmed promptly by electronic mail in a form substantially similar to Exhibit A hereto (an “Agency Transaction Notice”)) from at least one of the individuals listed as an authorized representative of the Company on Schedule 1 hereto (each, an “Authorized Company Representative”), such proposal to include, among other parameters permitted in accordance with this Agreement: the trading day(s) for the NYSE American LLC (the “NYSE American”) or the Toronto Stock Exchange (the “TSX”) (which may not be a day on which the NYSE American or the TSX, as applicable, is closed or scheduled to close prior to its regular weekday closing time) on which the Shares are to be sold (each, a “Trading Day”); the maximum number or value of Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell the Shares (the “Floor Price”). The Agency Transaction Notice shall be effective upon delivery to the applicable Agent unless and until (A) the applicable Agent declines to accept the terms contained therein and does not confirm promptly in accordance with Section 1(a)(ii), (B) the entire amount of the Shares under the Agency Transaction Notice have been sold, (C) the Company suspends or terminates the Agency Transaction Notice in accordance with the notice requirements set forth in Section 1(a)(vi) or Section 8, as applicable, (D) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier Agency Transaction Notice or (E) this Agreement has been terminated under the provisions of this Agreement. Notwithstanding the foregoing, the Company may not deliver an Agency Transaction Notice to an Agent if the Company has delivered an Agency Transaction Notice which remains in effect to another Agent, unless the Company has terminated the prior Agency Transaction Notice in accordance with the notice requirements set forth in Section 1(a)(vi). The terms of an Agency Transacti...
Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agents agree that the Company may issue and sell through B. Xxxxx, as representative of the several Agents, as sales agents for the Company, the Shares (an ‘Agency Transaction’) as follows:
(i) The Company may, from time to time, propose to the Agents the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail substantially in the form of Exhibit A hereto (an ‘Agency Transaction Notice’)) from any of the individuals listed as authorized representatives of the Company on Schedule 2 hereto (each, an ‘Authorized Company Representative’), such proposal to include: the trading day(s) for the Nasdaq Capital Market (the ‘Nasdaq’) (which may not be a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time) on which the Shares are to be sold (each, a ‘Trading Day’); the maximum number of Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell the Shares (the ‘Floor Price’).
(ii) If such proposed terms for an Agency Transaction are acceptable to the Agents, it shall promptly confirm the terms by email reply to an Authorized Company Representative.
(iii) Subject to the terms and conditions hereof, the Agents shall use commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. Such Agents shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with the Agents that (x) there can be no assurance the Agents will be successful in selling all or any of such Shares, (y) the Agents shall incur no liability or obligation to the Company or any other person or entity if they do not sell any Shares for any reason and (z) the Agents shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)).
(iv) The Company, acting through an Authorized Company Representative, or the Agents may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair t...
Agency Transactions. Subject to the following provisions of this clause, the Client may enter into loans as agent (in such capacity, the “Agent”) for a third person (a “Principal”), whether as custodian or investment manager or otherwise (a loan so entered into being referred to in this clause as an “Agency Transaction”).
Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Agents, severally and not jointly, agree that the Company may from time to time issue and sell through an Agent, acting as sales agent for the Company, the Shares (an “Agency Transaction”) as follows:
(i) The Company may, from time to time, propose to a Designated Agent (as defined below) the terms of an Agency Transaction by means of a telephone call or other method mutually agreed to in writing by the parties (confirmed promptly by electronic mail (an “Agency Transaction Notice”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an “Authorized Company Representative”) (which list may be updated from time to time upon written notice delivered by the Company to the Agents), such proposal to include: the trading day(s) for the NASDAQ Global Select Market (the “Exchange”) (which may not be a day on which the Exchange is scheduled to close prior to its regular weekday closing time) on which the Shares are to be sold (each, a “Trading Day”); the maximum number of Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell the Shares (the “Floor Price”). As used herein “Designated Agent” shall mean, with respect to any Agency Transaction Notice, the Agent selected by the Company to act as sales agent in accordance with Section 1(f) hereof, provided that such Agent selected by the Company has agreed to act as sales agent.
Agency Transactions. (a) The Client acknowledges that Halifax is not an ASX participant nor is it a participant of any other stock exchange. Any Agency Transaction entered into by the Client will be arranged by Halifax as agent for the Client, through a third party Broker. Halifax takes no responsibility for the performance by the Broker of the Broker’s obligations in respect of any Transaction. Halifax will not hold any financial products on trust for the Client. Halifax’s Australian financial services licence does not authorise it to provide custodial or depository financial services. Financial Products acquired on behalf of the Client will be held either in the Client’s name, or in the name of the relevant Broker (or its custodian), on behalf of the Client. The terms of the agreement with a relevant Broker is available from Halifax by request. The Client should carefully review their terms as they will govern the Client’s rights and obligations in respect of Agency Transactions made through the Xxxxxx. Halifax will have no responsibility for the Client’s obligations to settle any Agency Transaction.
(b) For each Agency Transaction, the Client appoints Halifax as the Client’s agent to:
(i) arrange, through the relevant Broker, a transaction in the Financial Products on behalf of the Client pursuant to the instructions of the Client, or otherwise in accordance with the terms of this Agreement; and
(ii) do all things reasonably necessary to perform this function and all things reasonably incidental to the performance of this function.
Agency Transactions
