FORM OF PLACEMENT NOTICE Sample Clauses

FORM OF PLACEMENT NOTICE. From: [-] Cc: [-] To: [-] Subject: Controlled Equity OfferingSM—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement among Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), KA Fund Advisors, LLC, Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-] (“[-]”), on the other, dated [-], 201_ (the “Agreement”), I hereby request on behalf of the Fund that [-] sell up to [-] Shares, pursuant to the following instructions (subject to a per Share gross sales price at least equal to the Minimum Daily Price of the shares of Common Stock and subject to any other restrictions on the sale of shares of Common Stock [to be completed by KA]. The Fund hereby confirms that, as of the date of this Placement Notice, the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Terms used herein have the meanings ascribed to them in the Agreement. SCHEDULE 2 [-] [-] XXXXX XXXXXXXX MLP INVESTMENT COMPANY [-] SCHEDULE 3 AMOUNT OF COMMISSIONS PAID TO [-] Up to [-]% of the gross sales price of all shares of Common Stock of Xxxxx Xxxxxxxx MLP Investment Company (the “Fund”), sold through [-] under the controlled equity offering governed by the Controlled Equity OfferingSM Sales Agreement, dated [-], 201_, between the Fund, KA Fund Advisors, LLC and Xxxxx Xxxxxxxx Capital Advisors, L.P., on the one hand, and [-], on the other. EXHIBIT A-1
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FORM OF PLACEMENT NOTICE. From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution — Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement by and among American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P. and JMP Securities LLC (“JMP Securities”), dated as of January 22, 2013 (the “Agreement”), I hereby request on behalf of the Company that JMP Securities sell up to [____] shares of the Company’s common stock, par value $0.01 per share, at a minimum market price of $[___] per share. The Company hereby confirms that, as of the date of this Placement Notice, neither the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY THE AGENT, AND/OR THE CAPACITY IN WHICH THE AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Schedule 1 Placement Notice Authorized Personnel (See Attached) Schedule 2 With respect to each Placement Notice and any Placement Shares sold pursuant thereto, JMP Securities shall be paid compensation, in the aggregate, equal to 2% of the gross proceeds from the sale of Placement Shares pursuant to the terms of this Agreement. Exhibit 7(m) Pursuant to Section 7(m) of the Agreement (the “Agreement”), dated as of January 22, 2013, by and among American Realty Capital Properties, Inc. (the “Company”), ARC Properties Operating Partnership, L.P. (the “Operating Partnership”) and JMP Securities LLC, the undersigned Chief Executive Officer and Chief Financial Officer of the Company, hereby certify to JMP Securities on behalf of the Company, and, in the Company’s capacity as the general partner of the Operating Partnership, the Operating Partnership, that to the knowledge of the undersigned, as of the date indicated below:
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FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell up to shares of Common Stock, par value $.01 per share, of Energen Corporation, an Alabama corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Fxxxxxxxxx & Co.(“CF&Co.”) on , 2003 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Shares to be Sold: Minimum Price at which Share may be Sold: Date(s) on which Shares may be Sold: Underwriting Discount/Commission: Manner and capacity in which shares are to be Sold : By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
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FORM OF PLACEMENT NOTICE. Dear : This confirms our agreement to sell [ ] shares of Common Stock, par value $0.10 per share, of NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (the “Company”), pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and Cantor Xxxxxxxxxx & Co. (“CF&Co”) on · ·, 2007 (the “Agreement”). Terms used herein but not defined herein shall have the meanings set forth in the Agreement. Number of Placement Shares to be sold: Minimum price per share at which Placement Shares may be sold: Date(s) on which Placement Shares may be sold: Underwriting Discount/Commission per Placement Share: Manner and capacity in which Placement Shares are to be sold : By executing this Placement Notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
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FORM OF PLACEMENT NOTICE. Dear Lxxxx: This confirms our agreement to sell Placement Shares of Anworth Mortgage Asset Corporation, a Maryland corporation (the “Company”) of (check one): common stock, par value $0.01 per share (“Common Placement Shares”).
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FORM OF PLACEMENT NOTICE. From: Cc: To: Subject: At-The-Market Equity Sales Agreement—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Distribution Agency Agreement between Fifth Street Finance Corporation (the “Company”), Fifth Street management LLC, FSC CT, Inc. LLC and KeyBanc Capital Markets Inc. (the “Agent”) dated August 22, 2014 (the “Agreement”), I hereby request on behalf of the Company that you sell up to shares of the Company’s common stock, par value $0.01 per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, AND/OR THE MANNER IN WHICH SALES ARE TO BE MADE BY THE SPECIFIED AGENT. THE COMPANY MAY CANCEL THIS PLACEMENT NOTICE AT ANY TIME IN ITS SOLE DISCRETION SUBJECT TO THE PROVISIONS OF SECTION 2(C) OF THE AGREEMENT.
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FORM OF PLACEMENT NOTICE. From: Txxxxx Xxxxxxxx President and Chief Executive Officer GENELUX CORPORATION Cc: [ ] To: Guggenheim Securities, LLC Subject: Guggenheim Securities, LLC—At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement, dated February 2, 2024 (the “Agreement”), by and between Genelux Corporation, a Delaware corporation (the “Company”), and Guggenheim Securities, LLC (“Guggenheim”), I hereby request on behalf of the Company that Guggenheim sell up to [ ] shares of common stock, $0.001 par value per share, of the Company (the “Shares”), at a minimum market price of $ per share [; provided that no more than [ ] Shares shall be sold in any one Trading Day (as such term is defined in Section 3 of the Agreement)]. Sales should begin [on the date of this Placement Notice] and end on [DATE] [until all Shares that are the subject of this Placement Notice are sold]. SCHEDULE 2 The Company Txxxxx Xxxxxxxx – txxxxx.xxxxxxxx@xxxxxxx.xxx Lxxxxx Xxx – lxxxxx.xxx@xxxxxxx.xxx Guggenheim Securities, LLC Sxxx Xxxxxx - Sxxx.Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx Jxxxx Xxx - Xxxxx.Xxx@xxxxxxxxxxxxxxxxxx.xxx Mxxxxxx Xxxxx - Mxxxxxx.Xxxxx@xxxxxxxxxxxxxxxxxx.xxx SCHEDULE 3
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FORM OF PLACEMENT NOTICE. Exhibit 7(m) Ex 7(m)-1 Exhibit 7(n)(i) [Form of Company Counsel Opinion] (See attached) Ex 7(n)(i)-1 Exhibit 7(n)(ii) [Form of Negative Assurances Letter] (See attached) Ex 7(n)(ii)-1 Exhibit 7(n)(iii) [Form of Tax Opinion] (See Attached) Ex 7(n)(iii)-1 Exhibit 7(n)(iv) [Form of Maryland Counsel Opinion] (See Attached) Ex 7(n)(iv)-1
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Related to FORM OF PLACEMENT NOTICE

  • Terms of Placement Warrants Each Placement Warrant shall have the terms set forth in the Warrant Agreement.

  • Authorization of Placement Shares The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.

  • Termination of Placement Warrants It is agreed and acknowledged that immediately prior to the Closing, and without any action on the part of the Company or the Warrant Holder, the Placement Warrants shall be terminated and cancelled in full and rendered null and void. And all past, current, or future obligations of the Parties under the Placement Warrants shall be extinguished, except as otherwise expressly set forth in this Agreement. The Warrant Holder acknowledges and agrees that as of the Closing, it shall have no surviving right, title or interest in or to the Placement Warrants, any shares purchasable thereunder or any other option, warrant, right or interest to acquire any equity of the Company.

  • Settlement of Placement Shares Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of such sales.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Company and the compensation payable by the Company to Xxxxx with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

  • Sale of Placement Shares by Agent Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Global Market (the “Exchange”), to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. Subject to the terms of a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. “Trading Day” means any day on which Common Stock is traded on the Exchange.

  • Listing of Placement Shares During any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as Xxxxx reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Sale of Placement Shares by Cowen Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Cowen, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company. In the event the Company engages Cowen for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide Cowen, at Xxxxx’x request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as Cowen shall reasonably request. Cowen may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through Nasdaq or on any other existing trading market for the Common Stock. Cowen shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that Cowen will be successful in selling Placement Shares, and (ii) Cowen will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Cowen to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and Cowen shall not be obligated to offer or sell any Placement Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

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