Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
1. The first sentence of the first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following: “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxx Fargo Securities acting as agent and/or principal, Common Shares of Beneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate sale price of up to $550,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”).”
2. The second paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following: “The Company has also entered into (i) separate equity distribution agreements with respect to the Securities, dated as of May 4, 2018, each amended by an amendment to the equity distribution agreements, dated as of February 17, 2021 (collectively, the “2018 Alternative Equity Distribution Agreements”), with BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc. (f/k/a SunTrust Xxxxxxxx Xxxxxxxx, Inc.) (collectively, the “2018 Alternative Placement Agents”) and (ii) an equity distribution agreement with respect to the Securities, dated as of February 17, 2021 (together with the 2018 Alternative Equity Distribution Agreements, the “Alternative Equity Distribution Agreements,” and each, an “Alternative Equity Distribution Agreement”), with BTIG, LLC (together with the 2018 Alternative Placement Agents, the “Alternative Placement Agents,” and each, an “Alternative Placement Agent,” and, together with Xxxxx Fargo Securities, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount.”
3. The first sentence of the third paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following: “The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-253164), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by...
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
1. The first paragraph of the Equity Distribution Agreement shall be amended to add “and as amended on November 29, 2019” immediately after “dated as of December 28, 2018”.
2. The definition of “Master Forward Confirmation” in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
1. Each reference to $100,000,000 in the title and Section 1 of the Equity Distribution Agreement is deleted and replaced with $260,000,000 for any and all purposes under the Equity Distribution Agreement.
Amendments to Equity Distribution Agreement. (a) Section 3(f) of the Equity Distribution Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding any other provision of this Agreement the Partnership shall not request the sale of any Offered Units that would be sold, and the Managers shall not be obligated to sell, (i) during any period in which the Partnership is, or could be deemed to be, in possession of material non-public information or (ii) at any time during the period commencing on the 10th Business Day prior to the time the Partnership issues a press release containing, or shall otherwise publicly announce, its earnings or revenues for a fiscal period or periods (each, an “Earnings Announcement”) through the close of business on the trading day after the date on which the Partnership’s next subsequent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement is filed with the Commission.”
(b) Schedule II of the Equity Distribution Agreement is hereby amended and replaced with Exhibit A hereto.
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
1. The first paragraph of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following: “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to an aggregate of $149,094,182 of shares (the “Securities”) of any of the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), the Company’s 7.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), the Company’s 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series E Preferred Stock”), and the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”); provided, however, that as of the date hereof, the Company has redeemed all of its outstanding Series C Preferred Stock and has no further authorized shares of Series C Preferred Stock for sale under this Agreement. References to “Preferred Stock” shall refer hereinafter collectively to the Series B Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock. In no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Securities that would (i) exceed the number or dollar amount of shares of Preferred Stock registered on an effective registration statement pursuant to which the offering is being made, (ii) exceed the number of authorized but unissued shares of Preferred Stock under the Company’s organizational documents, (iii) exceed the number or dollar amount of shares of Preferred Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Preferred Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (i), (ii), (iii), and (iv), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as...
Amendments to Equity Distribution Agreement a) The introductory paragraph of the Equity Distribution Agreement is hereby deleted in its entirety and replaced with the following: “Vivopower International PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell through A.G.P./Alliance Global Partners (the “Agent”), as sales agent, ordinary shares, nominal value $0.012 per share (“Ordinary Shares”), of the Company having an aggregate offering price of up to $1,055,361 on terms set forth herein (the “Shares”). The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.”
b) The first sentence of Section 2(a) (“At the Market Sales”) of the Equity Distribution Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows, with effect from and after the date hereof:
1. The first sentence of the first paragraph of the Equity Distribution Agreement is hereby deleted and replaced with the following: “As further set forth in this agreement (this “Agreement”), Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time from and after November 4, 2021 through Xxxxx Xxxxxxx & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $150,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein.”
2. The reference to “a registration statement on Form S-3” in the first sentence of Section 1(a)(i) of the Equity Distribution Agreement shall be deemed to refer to the Shelf Registration Statement.
3. Section 3(o)(ii) of the Equity Distribution Agreement is hereby deleted and replaced with the following: “Xxxxxxx Procter LLP, intellectual property and patent counsel for the Company, to furnish to the Agent the opinion of such counsel, dated as of such date and addressed to the Agent, in form and substance reasonably satisfactory to the Agent; provided however, the opinion of counsel shall only be required for the first Settlement Date.”
4. Schedules 1 and 2 of the Equity Distribution Agreement are hereby amended and restated in their entirety as set forth in Schedules 1 and 2 to this Amendment.
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows, effective as of the date hereof:
1. The first sentence of Section 1 of the Equity Distribution Agreement is hereby deleted and replaced in its entirety with the following: “The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross sales price of up to $72,000,000 (the “Shares”) on the terms set forth in Section 3 of this Agreement.”
2. The eighth sentence of Section 2(a) of the Equity 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, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after July 29, 2020 (or such earlier time as may be required under the Act), in the form furnished by the Company to the Manager in connection with the offering of the Shares.”
Amendments to Equity Distribution Agreement. The first sentence of the introductory paragraph of the Original Agreement is amended to read as follows: “As further set forth in this agreement (this “Agreement”), Fulgent Genetics, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Xxxxx Xxxxxxx & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) having an aggregate offering price of up to $44.92 million (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein.”
Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
(1) The first sentence of the second paragraph of Section 1 of the Equity Distribution Agreement shall be amended to replace “(File No. 333-194775)” with “(File No. 333-238486).”
(2) Section 5(a)(7) of the Equity Distribution Agreement shall be deleted in its entirety and replaced with “Each “subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary.”
(3) Section 5(a)(29) of the Equity Distribution Agreement shall be shall be deleted in its entirety and replaced with “All United States federal income tax returns of the Company required by law to be filed have been timely and properly filed and all United States federal income taxes shown by such returns or otherwise due and payable have been paid, including any assessments, fines and penalties, except amounts against which appeals have been or will be timely taken and as to which adequate reserves have been provided. The Company has timely and properly filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would...
