Common use of FORM OF PLACEMENT NOTICE Clause in Contracts

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:

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

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FORM OF PLACEMENT NOTICE. FromDear : This confirms our agreement to sell [ ] 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 Propertiesshares of Common Stock, Inc. par value $0.10 per share, of NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (the “Company”), ARC Properties Operating Partnership, L.P. pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and JMP Securities LLC Cantor Xxxxxxxxxx & Co. (“JMP SecuritiesCF&Co)) on September ·, dated as of January 22, 2013 2006 (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, I hereby request the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements. The terms set forth in this Placement Notice will not be binding on behalf the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company that JMP Securities nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company in accordance with Section 12 (Notices) of the Agreement. In the event of a conflict between the terms of the Agreement and the terms of a Placement Notice, the terms of this Placement Notice will control. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of the Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to [____] shares of the Company’s common stockamount specified, par value $0.01 per share, at a minimum market price of $[___] per share. The Company hereby confirms that, as of and otherwise in accordance with the date terms of this Placement Notice, neither . CF&Co will provide written confirmation to the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with Company no later than 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 opening of the circumstances under Trading Day next following the Trading Day on 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 it has made sales of Placement Notice Authorized Personnel (See Attached) Schedule 2 With respect to each Placement Notice and any Shares hereunder setting forth the number of Placement Shares sold pursuant theretoon such day, JMP Securities shall be paid compensationthe compensation payable by the Company to CF&Co with respect to such sales, in and the aggregate, equal to 2% of the gross proceeds from the sale of Placement Shares pursuant Net Proceeds (as defined below) payable 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:.

Appears in 1 contract

Samples: Sales Agreement (Nationwide Health Properties Inc)

FORM OF PLACEMENT NOTICE. From: [ ] [ ] Arcturus Therapeutics Holdings Inc. Cc: [ ] To: [ [Cxxxxx Fxxxxxxxxx & Co.] [Wxxxx Fargo Securities, LLC] [Wxxxxxx Xxxxx & Company, L.L.C.] Subject: Equity Distribution — [Cxxxxx Fxxxxxxxxx] [Wxxxx Fargo Securities] [Wxxxxxx Xxxxx & Company, L.L.C.] —At the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Controlled Equity Distribution Agreement OfferingSM Sales Agreement, dated December 23, 2022, as amended by Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated August 7, 2023 (as amended, the “Agreement”), by and among American Realty Capital PropertiesArcturus Therapeutics Holdings Inc., Inc. a Delaware corporation (the “Company”), ARC Properties Operating PartnershipCantor Fxxxxxxxxx & Co., L.P. Wxxxx Fargo Securities, LLC, and JMP Securities LLC (“JMP Securities”)Wxxxxxx Xxxxx & Company, dated as of January 22, 2013 (the “Agreement”)L.L.C., I hereby request on behalf of the Company that JMP Securities the Designated Agent (as defined in the Agreement) sell up to [____] shares of the Company’s common stock, $0.001 par value $0.01 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)]. The Company hereby confirms that, as of Sales should begin [on the date of this Placement Notice, neither ] and end on [DATE] [until all Shares that are the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with the Prospectus, includes an untrue statement subject 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 this 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 “Agreementare sold].), 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:

Appears in 1 contract

Samples: Sales Agreement (Arcturus Therapeutics Holdings Inc.)

FORM OF PLACEMENT NOTICE. FromDear : This confirms our agreement to sell up to shares of [Common Stock, par value $0.001 per share]/[Preferred Stock [ ] 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. of LUMINENT MORTGAGE CAPITAL , INC., a Maryland corporation (the “Company”), ARC Properties Operating Partnership, L.P. pursuant to the CONTROLLED EQUITY OFFERINGSM Sales Agreement executed between the Company and JMP Securities LLC Cantor Xxxxxxxxxx & Co. (“JMP SecuritiesCF&Co)) on February 7, dated as of January 22, 2013 2005 (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 Shares 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, I hereby request the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein: Placements. The terms set forth in this Placement Notice will not be binding on behalf the Company or CF&Co unless and until the Company delivers written notice of its acceptance of all of the terms of such Placement Notice (an “Acceptance”); provided, however, that neither the Company that JMP Securities nor CF&Co will be bound by the terms of a Placement Notice unless the Company delivers to CF&Co an Acceptance with respect thereto prior to 4:30 p.m. (New York City time) on the Business Day following the Business Day on which such Placement Notice is delivered to the Company. In the event of a conflict between the terms of the Agreement and the terms of a Placement Notice, the terms of this Placement Notice will control. Sale of Placement Shares by CF&Co. Subject to the terms and conditions of the Agreement, upon the Acceptance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended or otherwise terminated in accordance with the terms of the Agreement, CF&Co will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to [____] shares of the Company’s common stockamount specified, par value $0.01 per share, at a minimum market price of $[___] per share. The Company hereby confirms that, as of and otherwise in accordance with the date terms of this Placement Notice, neither . CF&Co will provide written confirmation to the Prospectus, nor any Issuer Free Writing Prospectus, when taken together with Company no later than 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 opening of the circumstances under Trading Day next following the Trading Day on 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 it has made sales of Placement Notice Authorized Personnel (See Attached) Schedule 2 With respect to each Placement Notice and any Shares hereunder setting forth the number of Placement Shares sold pursuant theretoon such day, JMP Securities shall the compensation payable by the Company to CF&Co with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Company acknowledges and agrees that (i) there can be paid compensationno assurance that CF&Co will be successful in selling Placement Shares, in and (ii) CF&Co will incur no liability or obligation to the aggregate, equal to 2% of the gross proceeds from the sale of Company or any other person or entity if it does not sell Placement Shares pursuant for any reason other than a failure by CF&Co to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares. For the terms of this Agreement. Exhibit 7(m) Pursuant to Section 7(m) of purposes hereof, “Trading Day” means any day on which the Agreement (Common Stock is purchased and sold on the “Agreement”), dated as of January 22, 2013, by and among American Realty Capital Properties, Inc. (principal market on which 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:Common Stock is listed or quoted.

Appears in 1 contract

Samples: Luminent Mortgage Capital Inc

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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 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“JMP SecuritiesXxxxxxx Xxxxx”), dated as of January 22, 2013 (the “Agreement”), I hereby request on behalf of the Company that JMP Securities Xxxxxxx Xxxxx 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 Xxxxxxx Xxxxx 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 LLCXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the undersigned Chief Executive Officer and Chief Financial Officer of the Company, hereby certify to JMP Securities Xxxxxxx Xxxxx 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:

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

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