Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any Units in more detail in the applicable prospectus supplement. The terms of any Units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to the particular Units. We urge you to read the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Units. We may issue Units comprised of one or more shares of our Common Stock, shares of our Preferred Stock and Warrants in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included security. The unit agreement under which a Unit is issued may provide that the securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in the applicable prospectus supplement the terms of the series of Units, including: • the designation and terms of the Units and of the securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the governing unit agreement that differ from those described below; and • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and “Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectively.
Appears in 3 contracts
Samples: At Market Issuance Sales Agreement, At Market Issuance Sales Agreement, At Market Issuance Sales Agreement
Description of Units. The following description, together with the additional information we We may include in issue units consisting of any applicable prospectus supplements, summarizes the material terms and provisions combination of the Units other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may offer under this prospectusenter into unit agreements with a unit agent. While the terms we have summarized below Each unit agent will apply generally to any Units be a bank or trust company that we may offer under this prospectus, we select. We will describe indicate the particular terms name and address of any Units in more detail the unit agent in the applicable prospectus supplementsupplement relating to a particular series of units. The terms of any Units units offered under a prospectus supplement may differ from the terms described below. However, no We urge you to read the applicable prospectus supplement will fundamentally change and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that are set forth in we may offer under this prospectus. You should read any prospectus or offer a security supplement and any free writing prospectus that is not registered we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and described in this prospectus at the time of its effectiveness. We provisions and we will file as exhibits an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from a current another report on Form 8-K that we file with the SEC, the form of each unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable relating to the particular Units. We urge you to read the applicable prospectus supplements related to the particular Units that we sell units offered under this prospectus. If we offer any units, as well as the complete unit agreement and any supplemental agreements that contain the certain terms of the Units. We may issue Units comprised that series of one or more shares of our Common Stock, shares of our Preferred Stock and Warrants in any combination. Each Unit units will be issued so that the holder of the Unit is also the holder of each security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included security. The unit agreement under which a Unit is issued may provide that the securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe described in the applicable prospectus supplement supplement, including, without limitation, the terms following, as applicable: • the title of the series of Units, including: units; • the designation identification and terms description of the Units and of the separate constituent securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separatelyunits; • any provisions the price or prices at which the units will be issued; • the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain United States federal income tax considerations applicable to the governing unit agreement that differ from those described belowunits; and • any provisions for the issuance, payment, settlement, transfer or exchange other terms of the Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” units and “Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectivelytheir constituent securities.
Appears in 3 contracts
Samples: Distribution Agency Agreement, At Market Issuance Sales Agreement, Distribution Agency Agreement
Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplementssupplement, summarizes the material terms and provisions of the Units units that we may offer under this prospectus. Units may be offered independently or together with common or preferred stock, and warrants offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply generally to any Units future units that we may offer under this prospectus, we will describe the particular terms of any Units series of units that we may offer in more detail in the applicable prospectus supplement. The terms of any Units units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file as exhibits to incorporate by reference into the registration statement of which this prospectus is forms a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, part the form of unit agreement agreement, including a form of unit certificate, if any, that describes the terms of the Units series of units we are offering, and any supplemental agreements, offering before the issuance of the related Unitsseries of units. The following summaries of material terms and provisions of the Units units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to the a particular Unitsseries of units. We urge you to read the applicable prospectus supplements related to the particular Units units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Unitsunits. We may issue Units comprised units consisting of one or more shares of our Common Stockcommon stock or preferred stock, shares warrants or any combination of our Preferred Stock and Warrants in any combinationsuch securities. Each Unit unit will be issued so that the holder of the Unit unit is also the holder of each security included in the Unitunit. ThusAdditionally, the holder of a Unit will have the rights and obligations of a holder of each included security. The unit agreement under which a Unit is issued may provide that the securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. We we will describe in the applicable prospectus supplement the terms of the series of Units, including: • the designation and terms of the Units and of the securities comprising the Unitsunits, including whether and under what circumstances those securities may be h or transferred separately; • the following: · any provisions of the governing unit agreement that differ from those described below; and • any provisions provision for the issuance, payment, settlement, transfer or exchange of the Units or of units; · the securities comprising date, if any, on and after which the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and “Description of Warrants” units may be transferable separately; · whether we will apply to each Unit have the units traded on a securities exchange or securities quotation system; · any material United States federal income tax consequences; and · how, for United States federal income tax purposes, the purchase price paid for the units is to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectivelybe allocated among the component securities.
Appears in 1 contract
Samples: At the Market Offering Agreement
Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material complete terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below units will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any Units in more detail be contained in the unit agreement and any document applicable prospectus supplementto the securities comprising the units. The terms of any Units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement These documents will fundamentally change the terms that are set forth in this prospectus be included or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file incorporated by reference as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of You should read the unit agreement and any supplemental agreements related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below. This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the units and the related documents applicable to the particular Units. We urge you to read securities constituting the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Unitsunits. We may issue Units comprised units, in one or more series, consisting of any combination of one or more shares of the other securities described in this prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our Common Stock, shares agent in connection with the units of our Preferred Stock a particular series and Warrants in would not assume any combinationobligation or relationship of agency or trust for or with any holders or beneficial owners of those units. Each Unit unit will be issued so that the holder of the Unit unit is also the holder of each security included in the Unitunit. Thus, the holder of a Unit unit will have the rights and obligations of a holder of each included security. The following are some of the unit terms that could be described in a prospectus supplement: ● title of the units; ● aggregate number of units; ● price or prices at which the units will be issued; ● designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; ● effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement; ● name and address of the unit agent; ● information with respect to book-entry procedures; ● any material United States federal income tax considerations; and ● other material terms, including terms relating to transferability, exchange, exercise or amendments of the units. The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively. Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. The unit agreement under which a Unit unit is issued may provide that the securities included in the Unit unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in file as an exhibit to a filing with the applicable SEC that is incorporated by reference into this prospectus supplement the forms of the unit agreements containing the terms of the series units being offered. The description of Units, including: • units in any prospectus supplement will not necessarily describe all of the designation and terms of the Units and units in detail. You should read the applicable unit agreements for a complete description of all of the securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the governing unit agreement that differ from those described below; and • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and “Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectivelyterms.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material complete terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below units will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any Units in more detail be contained in the unit agreement and any document applicable prospectus supplementto the securities comprising the units. The terms of any Units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement These documents will fundamentally change the terms that are set forth in this prospectus be included or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file incorporated by reference as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of You should read the unit agreement and any supplemental agreements related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below. This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the units and the related documents applicable to the particular Units. We urge you to read securities constituting the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Unitsunits. We may issue Units comprised units, in one or more series, consisting of any combination of one or more shares of the other securities described in this prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our Common Stock, shares agent in connection with the units of our Preferred Stock a particular series and Warrants in would not assume any combinationobligation or relationship of agency or trust for or with any holders or beneficial owners of those units. Each Unit unit will be issued so that the holder of the Unit unit is also the holder of each security included in the Unitunit. Thus, the holder of a Unit unit will have the rights and obligations of a holder of each included security. The following are some of the unit terms that could be described in a prospectus supplement: ● title of the units; ● aggregate number of units; ● price or prices at which the units will be issued; ● designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; ● effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement; ● name and address of the unit agent; ● information with respect to book-entry procedures; ● any material United States federal income tax considerations; and ● other material terms, including terms relating to transferability, exchange, exercise or amendments of the units. The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any Common Stock, preferred stock, debt security or warrant included in each unit, respectively. Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. The unit agreement under which a Unit unit is issued may provide that the securities included in the Unit unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in file as an exhibit to a filing with the applicable SEC that is incorporated by reference into this prospectus supplement the forms of the unit agreements containing the terms of the series units being offered. The description of Units, including: • units in any prospectus supplement will not necessarily describe all of the designation and terms of the Units and units in detail. You should read the applicable unit agreements for a complete description of all of the securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the governing unit agreement that differ from those described below; and • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and “Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectivelyterms.
Appears in 1 contract
Samples: Equity Distribution Agreement
Description of Units. The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material complete terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below units will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any Units in more detail be contained in the unit agreement and any document applicable prospectus supplementto the securities comprising the units. The terms of any Units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement These documents will fundamentally change the terms that are set forth in this prospectus be included or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We will file incorporated by reference as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of You should read the unit agreement and any supplemental agreements related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below. This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the units and the related documents applicable to the particular Units. We urge you to read securities constituting the applicable prospectus supplements related to the particular Units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the Unitsunits. We may issue Units comprised units, in one or more series, consisting of any combination of one or more shares of the other securities described in this prospectus. If we offer units, we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our Common Stock, shares agent in connection with the units of our Preferred Stock a particular series and Warrants in would not assume any combinationobligation or relationship of agency or trust for or with any holders or beneficial owners of those units. Each Unit unit will be issued so that the holder of the Unit unit is also the holder of each security included in the Unitunit. Thus, the holder of a Unit unit will have the rights and obligations of a holder of each included security. The following are some of the unit terms that could be described in a prospectus supplement: • title of the units; • aggregate number of units; • price or prices at which the units will be issued; • designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement; • name and address of the unit agent; • information with respect to book-entry procedures; • any material United States federal income tax considerations; and • other material terms, including terms relating to transferability, exchange, exercise or amendments of the units. The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” and “Description of Warrants,” will apply to each unit and to any Common Stock, Preferred Stock, debt security or warrant included in each unit, respectively. Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. The unit agreement under which a Unit unit is issued may provide that the securities included in the Unit unit may not be held or transferred separately, at any time or at any time before a specified date. We will describe in file as an exhibit to a filing with the applicable SEC that is incorporated by reference into this prospectus supplement the forms of the unit agreements containing the terms of the series units being offered. The description of Units, including: • units in any prospectus supplement will not necessarily describe all of the designation and terms of the Units and units in detail. You should read the applicable unit agreements for a complete description of all of the securities comprising the Units, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the governing unit agreement that differ from those described below; and • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and “Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectivelyterms.
Appears in 1 contract
Samples: Sales Agreement