Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The definition of “Maximum Number” in the first sentence of the Distribution Agreement is hereby amended to read as follows: “23,117,622 shares”.
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows, effective as of the date hereof:
1. The first sentence of Section 1(a) of the Distribution Agreement is hereby deleted and replaced in its entirety with the following: “Subject to the terms and conditions of this Agreement, the Fund hereby appoints the Distributor as its principal underwriter and placement agent for up to 11,000,000 Common Shares of the Fund to be offered pursuant to the Registration Statement (as defined herein) through ATM offerings from time to time (the "Shares") and the Fund agrees that it will issue such Shares as the Distributor may sell.”
2. Section 2(a) of the Distribution Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to Distribution Agreement. The first paragraph of the Distribution Agreement shall be amended and restated in its entirety to read as follows:
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The first sentence of the preamble of the Distribution Agreement is hereby deleted and replaced with the following: Western Alliance Bancorporation, a Delaware corporation (the “Company”), confirms its agreement with each of X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., as agents and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or the “Agents”, and each, an Agent), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and which shall not exceed the Maximum Number of shares of the Common Stock on the terms set forth in Section 1 of this Agreement.
2. Section 10 of the Distribution Agreement is hereby amended to read as follows:
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The definitions of the terms “Agent” and “Agents” in the first sentence of the Distribution Agreement are hereby amended to read as follows: “X.X. Xxxxxx Securities LLC, JMP Securities LLC, JonesTrading Institutional Services LLC and BTIG, LLC (each an “Agent” and collectively, the “Agents”)”.
2. The definition of “Maximum Number” in the first sentence of the Distribution Agreement is hereby amended to read as follows: “8,117,622 shares”.
3. The following subsection shall be added as subsection (ww) to Section 3 of the Distribution Agreement:
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The first sentence to the second paragraph of the opening section of the Distribution Agreement is hereby deleted and replaced with the following:
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows, effective as of the date hereof:
1. The first sentence of Section 1(a) of the Distribution Agreement is hereby deleted and replaced in its entirety with the following:
(a) Subject to the terms and conditions of this Agreement, the Fund hereby appoints the Distributor as its principal underwriter and placement agent for up to 8,196,130 Common Shares of the Fund to be offered pursuant to the registration statement on Form N-2 (File No. 333-257554 and 811-22472), filed by the Fund under the Securities Act and the Investment Company Act (the “Registration Statement”), through ATM offerings from time to time (the "Shares") and the Fund agrees that it will issue such Shares as the Distributor may sell.”
2. The fourth sentence of Section 2(a) of the Distribution Agreement is hereby deleted and replaced in its entirety with the following: “Except where the context otherwise requires, "Prospectus Supplement," as used herein, means the final prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 424 under the Securities Act, in the form furnished by the Fund to the Distributor in connection with the offering of the Shares.”
Amendments to Distribution Agreement. Section 4.3 of the Distribution Agreement is amended by changing the date therein from June 30, 2006 to September 30, 2006. In the introductory paragraph to the definition of “Spinco Assets,” the words “prior to the Contribution” shall be changed to “prior to the Distribution”. The word “and” at the end of clause (l) of the definition of “Spinco Assets” shall be deleted, and the period at the end of clause (m) thereof shall be replaced with “; and”. A new clause (n) shall be inserted in the definition of “Spinco Assets,” which clause shall read as follows:
Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:
1. The first sentence of Section 1 of the Distribution Agreement is deleted and replaced with the following: “The Company agrees that, from time to time on or after December 27, 2017 and during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through JMP, acting as agent, up to 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, that, such number of Shares available for offer and sale are in addition to any offers and sales of Shares that have been made prior to the date hereof under the Prospectus Supplement dated March 31, 2017.”
2. Exhibit A is amended by adding “as amended on December 27, 2017” immediately after “March 31, 2017”.
3. Exhibit E is amended by adding “as amended on December 27, 2017” immediately after “March 31, 2017”.
Amendments to Distribution Agreement. The Distribution Agreement is hereby amended as follows:
1. Section 8(c) of the Distribution Agreement is hereby deleted and replaced with the following: “This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement, any Terms Agreement, any Alternative Distribution Agreement and any Alternative Terms Agreement and (C) August 1, 2018, in each case except that the provisions of Section 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(l)), 9, 13, 14, 15 and 18 of this Agreement shall remain in full force and effect notwithstanding such termination. For the avoidance of doubt, the Company shall be under no obligation to file a new shelf registration statement on Form S-3 upon the expiration of the Registration Statement (No. 333-206255).”
2. The first sentence of the last paragraph to the opening section of the Distribution Agreement is hereby deleted and replaced with the following: “The Company has also entered into three separate distribution agreements, dated as of November 24, 2014, as amended by Amendment No. 1 to such agreements, dated as of August 7, 2015, as further amended by Renewal and Amendment No. 2 to such agreements, dated as of even date herewith (as amended, each an “Alternative Distribution Agreement” and together, the
