Issuance and Sale of Shares. 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 or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Tiziana Life Sciences PLC

Issuance and Sale of Shares. 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~~herein and any Terms Agreement (defined below), it may issue and sell to or through ~~or to~~ Cowen, acting as agent and/or principal, shares (the ~~Agent~~“Shares”) of the Company’s common stock, ~~American Depositary Shares~~ par value $0.001 per share (the “~~ADSs~~Common Stock”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company 500,000,000.00 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the number of shares or dollar amount of ~~Placement Shares~~ Common Stock issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ Common Stock through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared~~ which became (or will become) effective by automatically upon filing with the Securities and Exchange Commission (the “Commission”) under Rule 462(e) of the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below)) to issue the Common Stock. If The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the Company ~~successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed~~ on ~~Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~such automatic shelf registration statement. The Company has ~~filed~~filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form ~~F-3 (File No. 333-236013)~~S-3ASR, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus specifically relating to the Shares (the “ATM Prospectus”) included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the ~~base prospectus~~ ATM Prospectus included as part of such registration statement. The Company ~~will~~ shall furnish to ~~the Agent~~Cowen, for use by ~~the Agent~~Cowen, copies of the ~~prospectus~~ ATM Prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, if any, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form ~~F-3~~ S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any ~~Placement~~ Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such ~~prospectus~~ base prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act regulations (“Rule 433), relating to the Shares that (i) is consented to by Cowen (including any free writing prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement), hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Mirati Therapeutics, Inc.)

Issuance and Sale of Shares. 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 ~~or to the Agent~~FBR, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ up to $20,000,000 in shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ~~provided,~~ provided however, that in no event shall the Company issue or sell through ~~the Agent~~ FBR such number of Placement Shares that (a) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, (b) exceeds the number of shares of Common Stock the Company is permitted to issue under Chapter 7 of the Listing Rules of the Australian Securities Exchange or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of Common Stock (the ~~Company~~ lesser of (a), (b), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ FBR will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~208115), including a base prospectus, relating to certain securities, including the Placement Shares of Common Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to FBR, for use by FBR, copies of the base prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement~~, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or as well as any ~~subsequent~~ successor registration statement ~~on Form F-3~~ filed ~~pursuant to Rule 415(a)(6) under the Securities Act~~ by the Company ~~to cover any~~ for the sale of its Common Stock, including the Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated or deemed ~~to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: pSivida Corp.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this ~~Agreement,~~ Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 MLV shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of Placement Shares that would (a) ~~exceeds~~ exceed the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the Registration Statement (as defined below), ) pursuant to which the offering will be made or (b) ~~exceeds~~ exceed the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has ~~filed~~filed with the Commission, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a one or more base ~~prospectus~~prospectuses, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to MLV, for use by MLV, copies of the base prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement~~, as ~~supplemented~~ supplemented, if at all, by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) ~~under~~ of the Securities Act or Regulations and deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) ~~under~~ of the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Transwitch Corporation (Transwitch Corp /De)

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this ~~Agreement~~Agreement or the Alternative Sales Agreement (as defined below), on the terms and subject to the conditions set forth ~~herein~~herein or therein, it may issue and sell through Xxxxxxxxxx or ~~to the Agent, American Depositary Shares~~ an Alternative Sales Agent (~~“ADSs”~~as defined below), ~~each representing five (5) ordinary shares~~acting as agent, ~~nominal value £0.03 each~~ shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s 8.0% Series D Cumulative Preferred Stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement Shares~~Preferred Stock”)~~, provided,~~ ; provided however, that in no event shall the Company issue or sell through Xxxxxxxxxx and the Alternative Sales Agent such number of ~~Placement~~ Shares that in the aggregate (a) exceeds the ~~number or dollar amount~~ value of ~~ADSs that may be sold~~ Preferred Stock registered on the effective registration statement pursuant to which the ~~Registration Statement (as defined below)~~offering is being made, or (b) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Preferred Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqPreferred Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (SEC File No. 333-~~236013~~169651), including a base prospectus, ~~relating~~ with respect to ~~certain securities~~equity and other offerings, including the ~~Placement Shares to be issued from time to time by the Company~~Shares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company ~~has prepared~~ will prepare a prospectus supplement ~~specifically relating to the Placement Shares~~ (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration ~~statement~~statement with respect to this offering of Shares by Xxxxxxxxxx and the Alternative Sales Agent pursuant to the Agreement and the Alternative Sales Agreement. The Company will furnish to ~~the Agent~~Xxxxxxxxxx, for use by ~~the Agent~~Xxxxxxxxxx, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by ~~the~~ any Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act ~~or deemed to be a part of such~~ and also including any other registration statement filed pursuant to Rule ~~430B of~~ 462(b) under the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~collectively, is are herein called the “Registration Statement.,” ~~The~~ and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have most recently been~~ is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has also entered into a separate At the Market Sales Agreement (the “Alternative Sales Agreement”), dated of even date herewith, with MLV & Co. LLC, formerly XxXxxxxx, Xxxxx & Vlak LLC (the “Alternative Sales Agent”) for sales of Shares pursuant to terms substantially similar to those set forth herein.

Appears in 1 contract

Samples: Magnum Hunter Resources Corp

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or Xxxxx, acting as agent and/or principal, up to six million five hundred thousand (6,500,000) shares of the ~~Agent~~Fund’s common shares of beneficial interest, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal~~ $0.001 par value ~~£0.03 each~~ per share (the “~~Ordinary~~ Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Fund and ~~that the Agent~~ Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Amended and Restated Investment Advisory Agreement with the Investment Adviser dated December 1, 2006 (the “~~ADRs~~Investment Advisory Agreement”), a Custodian Agreement with State Street Bank and Trust Company (“State Street”) dated October 20, 2000 (the “Custodian Agreement”), a Registrar, Transfer Agency and Service Agreement with EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated August 1, 2003 (the “Transfer Agency Agreement”), and an Administration Agreement with State Street dated June 7, 2002 (the “Administration Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to ~~a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and~~ which the holders ~~from time to time~~ of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest of the ~~ADRs evidencing the ADSs issued thereunder~~Fund unless they elect to receive such dividends in cash. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~176860 and 811-8777) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder prospectus (~~the~~ “~~Exchange Act~~Basic Prospectus”), with respect to the Shares. The ~~Company has prepared a prospectus supplement specifically~~ Fund shall prepare one or more supplements relating to the ~~Placement~~ Shares (collectively, the “Prospectus Supplement”) to the ~~base prospectus included as part of such registration statement~~Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The ~~Company will~~ Fund shall furnish to ~~the Agent~~Xxxxx, for use by ~~the Agent~~Xxxxx, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, ~~such registration statement~~the Original Registration Statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part ~~thereof or incorporated by reference therein~~thereof, and including any information contained in a Prospectus ~~(as defined below)~~ Supplement subsequently filed with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its ~~Electronic Data Gathering Analysis and Retrieval System, or if applicable, the~~ Interactive Data Electronic Application ~~system when used by~~ database. For purposes of this Agreement, all references to the ~~Commission (collectively~~Registration Statement, ~~“XXXXX”)~~unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Appears in 1 contract

Samples: Sales Agreement (Credit Suisse High Yield Bond Fund)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares~~of shares of the Company’s common shares of beneficial interest, ~~nominal~~ par value ~~£0.03 each~~ $0.01 per share (the “~~Ordinary~~ Common Shares”) ” having an a maximum aggregate ~~offering price~~ value of up to $~~20,000,000~~ 100,000,000 (the “~~Placement~~ Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that~~ the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) which became effective upon filing with the Commission on January 4, 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs~~ Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will ~~be evidenced by American Depositary Receipts~~ enter into a separate written agreement containing the terms and conditions of such sale. The Company and the Operating Partnership have entered into sales agreements, each dated December 28, 2017, with Barclays Capital Inc., Cantor Fitzgeraxx & Xx., Citigroup Global Markets Inc., Robert W. Xxxxx & Xx. Xncorporated, Stifel, Xxxxxxxx & Xxxxxny, Incorporated and Wells Faxxx Xecurities, LLC and may also enter into additional sales agreements on or after the date hereof (collectively, the “~~ADRs~~Other Sales Agreements”) ~~pursuant to a deposit agreement~~ with additional sales agents (collectively, the “~~Deposit Agreement~~Alternative Agents”~~), among~~ ) for the ~~Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”),~~ issuance and ~~the holders~~ sale from time to time ~~of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares~~ to or through the ~~Agent deposit, on behalf~~ Alternative Agents of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the ~~AIM (as defined below)~~terms to be set forth in the Other Sales Agreements. If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, This Agreement and the ~~rules and regulations thereunder (~~Other Sales Agreements are collectively referred to herein as the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).Sales

Appears in 1 contract

Samples: Sales Agreement (Chatham Lodging Trust)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~250 million of shares of common stock, ~~provided~~$0.001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on the date hereof, ~~although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs~~ which will ~~be evidenced by American Depositary Receipts (the “ADRs”)~~ become automatically effective upon filing thereof pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”Rule 462(e) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and will file, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3ASR, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus or prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing with the Commission pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Replimune Group, Inc.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 10,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements on terms substantially similar to this Agreement dated as of even date hereof with each of Cantor Xxxxxxxxxx & Co. (~~the~~ “~~ADRs”) pursuant to a deposit agreement (the “Deposit Agreement~~CF&Co”), ~~among the Company~~BB&T Capital Markets, ~~JPMorgan Chase Bank~~a division of BB&T Securities, ~~N.A.~~LLC (“BB&T”), ~~as depositary~~ Credit Agricole Securities (~~the~~ USA) Inc. (“~~Depositary~~Credit Agricole”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian BMO Capital Markets Corp. (“BMO”) (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqFebruary 2016 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~February 2016 Sales Agreements shall not exceed 10,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~194037), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. 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 or to the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having~~ Agents up to an aggregate ~~offering price~~ of ~~up to~~ $~~20,000,000 (the “Placement Shares”)~~75,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), as sales agent or principal, subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the automatically effective Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on the date hereof, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus ~~supplement~~ specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “~~Prospectus Supplement~~ATM Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the ~~prospectus~~ ATM Prospectus included as part of such ~~Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares~~registration statement. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~ATM Prospectus, including all documents incorporated therein by reference, included in the ~~Registration Statement~~ATM Prospectus, together with any “issuer free writing prospectus” (as used herein, as ~~it may~~ defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be ~~supplemented~~ filed with the Commission by the ~~Prospectus Supplement~~Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form ~~in which such prospectus and/or Prospectus Supplement have most recently been~~ filed ~~by the Company~~ or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule ~~424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act~~433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated ~~or deemed to be incorporated~~ by reference ~~therein, and any~~ therein (the “Incorporated Documents”). Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Chinook Therapeutics, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares~~of shares of the Company’s common shares of beneficial interest, ~~nominal~~ par value ~~£0.03 each~~ $0.01 per share (the “~~Ordinary~~ Common Shares”) ” having an a maximum aggregate ~~offering price~~ value of up to $~~20,000,000~~ 100,000,000 (the “~~Placement~~ Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that~~ the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) which became effective upon filing with the Commission on January 4, 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs~~ Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will ~~be evidenced by American Depositary Receipts~~ enter into a separate written agreement containing the terms and conditions of such sale. The Company and the Operating Partnership have entered into sales agreements, each dated December 28, 2017, with Barclays Capital Inc., BTIG, LLC, Cantor Fitzgeraxx & Xx., Robert W. Xxxxx & Xx. Xncorporated, Stifel, Xxxxxxxx & Xxxxxny, Incorporated and Wells Faxxx Xecurities, LLC and may also enter into additional sales agreements on or after the date hereof (collectively, the “~~ADRs~~Other Sales Agreements”) ~~pursuant to a deposit agreement~~ with additional sales agents (collectively, the “~~Deposit Agreement~~Alternative Agents”~~), among~~ ) for the ~~Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”),~~ issuance and ~~the holders~~ sale from time to time ~~of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares~~ to or through the ~~Agent deposit, on behalf~~ Alternative Agents of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the ~~AIM (~~terms to be set forth in the Other Sales Agreements. This Agreement and the Other Sales Agreements are collectively referred to herein as ~~defined below). If~~ the “Sales Agreements.” The aggregate dollar amount of Shares that may be sold pursuant to the Sales Agreements shall not exceed $100,000,000; provided, however, that in no event shall the Company ~~successfully cancels~~ issue or sell through the ~~Ordinary~~ Agent and the Alternative Agents such number of Shares ~~from~~ that would exceed the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaqnumber of authorized but unissued Common Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form ~~F-3~~ S-3ASR (File No. 333-~~236013~~215418), including a base prospectus, relating to ~~certain securities, including~~ the ~~Placement~~ Common Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment ~~thereto~~thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base ~~prospectus, including all documents incorporated therein by reference,~~ prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Shares. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data ~~Gathering Analysis~~ Gathering, Analysis, and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “~~XXXXX~~EDGAR”).

Appears in 1 contract

Samples: Sales Agreement (Chatham Lodging Trust)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent~~Agents, American Depositary Shares (the “ADSs”), each representing ~~five~~ sixty (560) fully paid ordinary ~~shares, nominal value £0.03 each~~ shares in the capital of the Company (the “Ordinary Shares”~~) having~~ ), for up to an aggregate ~~offering price~~ of ~~up to~~ $~~20,000,000~~ 44,460,787 (the “Placement Shares”~~), provided,~~ ) provided however, that in no event shall the Company issue or sell through the ~~Agent~~ Agents such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form F-3 (including Instruction I.B.5. thereof), (b) would cause the Company to breach the Listing Rules of the Australian Securities Exchange (“ASX”) or (c) for which the aggregate offering price exceeds the ~~number or~~ aggregate dollar amount of ADSs ~~that may be sold pursuant to~~ registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (the lesser of (a), or (b) ~~exceeds the number of authorized but unissued ADSs of the Company~~ and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~ADSs. The ADSs will be ~~evidenced by American Depositary Receipts (the “ADRs”)~~ issued pursuant to ~~a deposit agreement (~~the “Deposit Agreement”), dated March 23, 2001, as amended and restated as of January 2, 2008, among the Company, ~~JPMorgan Chase Bank, N.A.~~the Bank of New York, as depositary (the “Depositary”), and ~~the~~ all owners and holders ~~from time to time~~ of ~~the ADRs evidencing~~ the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian thereunder (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqDeposit Agreement”)~~. If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~. The Company has filed, in accordance with the provisions of the United States Securities Act of 1933, as ~~amended,~~ amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form F-3 (File No. 333-~~236013~~199783), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus (as defined in Rule 422 under the Securities Act~~Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, (a) all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”), and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or “$”. Each of the Company, FBR and JonesTrading hereby agree that all sales and solicitations of sales of ADSs by each Agent as agent for the Company shall be made solely on the Exchange (as defined below) or to the extent it is a negotiated transaction then solely in the United States.

Appears in 1 contract

Samples: Prana Biotechnology LTD

Issuance and Sale of Shares. 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 or Xx Xxxxx, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 9,500,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement Shares~~Common Stock”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “~~Securities Act~~Rules and Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~118175), including a base prospectus, ~~relating~~ with respect to ~~certain securities~~equity and other offerings, including the ~~Placement Shares to be issued from time to time by the Company~~Shares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares~~ (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement, relating to the offering of the Shares. The Company ~~will furnish~~ has furnished to ~~the Agent~~Xx Xxxxx, for use by ~~the Agent~~Xx Xxxxx, copies of ~~the prospectus~~ one or more prospectuses included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act ~~or deemed to be a part of such~~ and also including any other registration statement filed pursuant to Rule ~~430B of~~ 462(b) under the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~collectively, is are herein called the “Registration Statement.,” ~~The~~ and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as ~~it may be~~ supplemented by the Prospectus ~~Supplement~~Supplement or any other final prospectus relating to a Placement (as defined below), in the form ~~in which such prospectus and/or Prospectus Supplement have most recently been~~ filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (such documents incorporated or deemed to be incorporated by reference are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Antigenics Inc /De/

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~75,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on August 3, 2020 and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus ~~supplement~~ specifically relating to the Placement Shares (together with the Base Prospectus, the “~~Prospectus Supplement~~Sales Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the ~~prospectus included as part of such Registration Statement~~Sales Prospectus, as supplemented by ~~the Prospectus Supplement~~any prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by ~~the Prospectus Supplement~~any prospectus supplement, in the form in which ~~such~~ the Sales Prospectus was included in the Registration Statement as of its effective date and/or any prospectus ~~and/or Prospectus Supplement have~~ supplement was most recently ~~been~~ filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated ~~or deemed to be incorporated~~ by reference ~~therein~~therein (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Mirum Pharmaceuticals, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent~~Agents, ~~American Depositary~~ shares of the Company’s Class A Common Shares of Beneficial Interest (the “~~ADSs~~Class A Shares”), ~~each representing five (5) ordinary shares~~par value $0.01 per share, ~~nominal value £0.03 each (the “Ordinary Shares”) having~~ up to an aggregate ~~offering price~~ amount of ~~up to~~ $~~20,000,000~~ 500,000,000 (the “Placement Shares”), ; provided, however, that in no event shall the Company issue or sell through the ~~Agent~~ Agents such number of Placement Shares that (ai) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ Class A Shares included in the ~~Registration Statement~~ Prospectus (as defined below)) pursuant to which the offerings contemplated hereunder are being made, or (bii) exceeds the number of authorized but unissued ~~ADSs~~ Class A Shares (the lesser of ~~the Company~~ (i) and (ii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a an “automatic shelf registration ~~statement~~ statement” as defined under Rule 405 on Form ~~F-3~~ S-3 (File No. 333-~~236013~~219720), ~~including~~ which includes a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares). Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus ~~(as defined below)~~ subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such prospectus~~ the Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Act Regulations, is herein called the “Prospectus.” The Company will furnish to the Agents, for use by the Agents, copies of the Prospectus. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated or deemed ~~to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). Any reference herein to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Prospectus; any reference to any amendment or supplement to the Base Prospectus, or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Placement Shares filed with the Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Exchange Act, and incorporated therein, in each case after the date of the Base Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act relating to the Placement Shares is hereinafter called an “Issuer Free Writing Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: American Homes 4 Rent

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to the Agent, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through or to the Agent such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed $18,000,000 in the ~~number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that the Agent ~~shall~~ will have no obligation in connection with such ~~compliance~~compliance provided the Designated Agent follows the trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”), although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~Common Stock. ~~The ADSs will be evidenced by American Depositary Receipts (~~Certain capitalized terms used in this Agreement have the ~~“ADRs”) pursuant~~ meanings ascribed to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile them in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqSection 25. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~252167), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to the Agent, for use by ~~the Agent~~them, copies of the prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” ~~with respect to~~ respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Common Stock (Verb Technology Company, Inc.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 5,739,210 (the ~~“Ordinary~~ "Shares”") ~~having an aggregate offering price~~ of ~~up to~~ the Fund's common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the ~~“Placement~~ "Common Shares~~”), provided, however, that in no event~~ ") as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “"Commission”")~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 3, 2010 with the Adviser (such agreement, or the ~~“ADRs”) pursuant~~ most recent successor agreement between such parties relating to ~~a deposit agreement (~~advisory services, the ~~“Deposit~~ "Advisory Agreement”")~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"Securities Act~~”), with~~ ") and the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Investment Company ~~has filed or will file in accordance with the provisions of the Securities Exchange~~ Act of ~~1934~~1940, as amended, and the rules and regulations thereunder (collectively, the ~~“Exchange~~ "Investment Company Act”"), with the Commission a registration statement on Form N-2 (File Nos. 333-221873 and 811-21982) (the "registration statement"). ~~The Company has prepared~~ Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement's effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the "Effective Time"), including (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus ~~supplement specifically relating~~ filed with the Commission pursuant to Rule 497 under the Securities Act, to the ~~Placement Shares (~~extent such information is deemed, pursuant to Rule 430B or Rule 430C under the ~~“Prospectus Supplement”)~~ Securities Act, to be part of such registration statement at the Effective Time is herein called the "Registration Statement." Except where the context otherwise requires, "Basic Prospectus" as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, "Prospectus Supplement," as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “"Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). " For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively, “~~"XXXXX”").

Appears in 1 contract

Samples: Controlled Equity Offeringsm (Guggenheim Strategic Opportunities Fund)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ common shares (the “Placement Shares”) of the Company, no par value per share (the “Common Shares”), ; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) ~~exceeds~~ exceed the number or dollar amount of ~~ADSs that may be sold pursuant to~~ Common Shares registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (b) ~~exceeds~~ exceed the number of authorized but unissued ~~ADSs~~ Common Shares, (c) exceed the number or dollar amount of Common Shares permitted to be sold under Form F-10 or (d) exceed the number or dollar amount of Common Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on March 14, 2018, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Common Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared ~~a prospectus supplement specifically relating to~~ and filed with the ~~Placement Shares~~ securities regulatory authorities (the “~~Prospectus Supplement~~Canadian Qualifying Authorities”) to in the ~~base prospectus included as part~~ provinces of ~~such registration statement. The Company will furnish to the Agent~~British Columbia, ~~for use by the Agent~~Alberta, ~~copies of the prospectus included as part of such Registration Statement~~Saskatchewan, ~~as supplemented by the Prospectus Supplement~~Manitoba, ~~relating to the Placement Shares. Except where the context otherwise requires~~Ontario, ~~such registration statement~~New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island and ~~any post-effective amendment thereto~~Newfoundland and Labrador (collectively, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “~~Registration Statement.” The~~ Canadian Qualifying Jurisdictions”) a preliminary short form base ~~prospectus~~shelf prospectus dated February 7, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein 2018 (the “~~Incorporated Documents~~Canadian Preliminary Base Prospectus”)~~. For purposes of this Agreement~~, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and ~~Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).~~a final short form base shelf prospectus dated March 7,

Appears in 1 contract

Samples: Aptose Biosciences Inc.

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to Aegis, as its exclusive sales agent, shares (the "Placement Shares") of the Company's common shares, no par value (the "Common Shares"), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through ~~the Agent~~ Aegis such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed the ~~number~~ lesser of $3,794,000 or ~~dollar~~ the Company's maximum offering amount ~~of ADSs that may be sold pursuant to~~ permitted under its then current shelf registration capacity using Form S-3 in the ~~Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “"Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that ~~the Agent shall~~ Aegis will have no obligation in connection with such compliance, provided that Aegis follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through ~~or to the Agent~~ Aegis will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the ~~“Commission”)~~"SEC") on September 6, 2023, although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Common Shares. ~~The ADSs will be evidenced by American Depositary Receipts (~~Certain capitalized terms used in this Agreement have the ~~“ADRs”) pursuant~~ meanings ascribed to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile them in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqSection 25. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the "Securities Act"), and the rules and regulations thereunder (the “"Securities ~~Act”~~Act Regulations"), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~274204), including a base prospectus, relating to certain securities, including ~~the Placement Shares~~ Common Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the "Exchange Act"), and the rules and regulations ~~thereunder (the “Exchange Act”)~~thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “"Prospectus Supplement”") to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to ~~the Agent~~Aegis, for use by ~~the Agent~~it, copies of the base prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “"amend,~~” “~~" "amendment” ," or “"supplement~~” with respect to~~ " respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “"XXXXX”").

Appears in 1 contract

Samples: Flora Growth (Flora Growth Corp.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 3,900,000 (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Fund’s common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the “~~Placement~~ Common Shares”~~), provided, however, that in no event~~ ) as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 3, 2010 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~213452 and 811-21982) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the “Effective Time”), including ~~a base prospectus, relating to certain securities, including the Placement Shares~~ (i) all documents filed as part thereof or incorporated or deemed to be ~~issued from time to time by the Company, and which incorporates~~ incorporated by reference ~~documents that the Company has~~ therein and (ii) any information contained or incorporated by reference in a prospectus filed ~~or will file in accordance~~ with the ~~provisions of~~ Commission pursuant to Rule 497 under the Securities ~~Exchange Act~~ Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of ~~1934, as amended, and~~ such registration statement at the ~~rules and regulations thereunder (~~Effective Time is herein called the “~~Exchange Act”). The Company has prepared a prospectus supplement specifically relating to~~ Registration Statement.” Except where the ~~Placement Shares (the~~ context otherwise requires, “~~Prospectus Supplement”) to~~ Basic Prospectus” as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Guggenheim Strategic Opportunities Fund)

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to the Agents, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through or to the ~~Agent~~ Agents such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed $20,000,000 in the ~~number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that the ~~Agent shall~~ Agents will have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”), although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Stock. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~254711), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to the ~~Agent~~Agents, for use by ~~the Agent~~them, copies of the prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” ~~with respect to~~ respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “~~XXXXX~~EDXXX”).

Appears in 1 contract

Samples: Sales Agreement (ENDRA Life Sciences Inc.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 9,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements dated as of even date hereof with each of RBC Capital Markets, LLC (“RBC”), Cantor Xxxxxxxxxx & Co. (“CF&Co”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqMarch 2013 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~172368), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. 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 ~~or to~~ Cowen, acting as agent and/or principal, common shares, no par value, of the ~~Agent, American Depositary Shares~~ Company (the “~~ADSs~~Common Shares”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)US$40,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Common Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Common Shares through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the United States Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ the Common Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has prepared and filed with the British Columbia Securities Commission (the “~~ADRs~~Reviewing Authority”) ~~pursuant to a deposit agreement~~ in accordance with the applicable securities laws of each of the provinces of Canada, other than Quebec (the “~~Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary~~Qualifying Jurisdictions”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the respective applicable rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of under such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Actlaws, together with ~~any then issued Issuer Free Writing Prospectus~~ applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the securities regulatory authorities (~~as defined~~ “Canadian Qualifying Authorities”) in ~~Rule 422 under~~ each of the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Qualifying Jurisdictions (collectively, “~~XXXXX~~Canadian Securities Laws”)., a preliminary short-form base shelf prospectus, dated April 22, 2016, in respect of offers and sales, from time to time, of up to $175,000,000 of certain securities of the Company, including Common Shares (collectively, the “Shelf Securities”) and a final short-form base shelf prospectus, dated May 3, 2016, in respect of offers and sales, from time to time, of the Shelf Securities; the Reviewing Authority has issued a receipt (a “Receipt”) as the principal regulator under Multilateral Instrument 11-102 Passport System, and each of the other Canadian Qualifying Authorities is deemed to have issued a Receipt under National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions

Appears in 1 contract

Samples: Sales Agreement (Endeavour Silver Corp)

Issuance and Sale of Shares. 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 or to the Agent, as sales agent or principal, American Depositary Shares (the “ADSs”), each representing ~~five~~ six hundred (5600) fully paid ordinary ~~shares, nominal value £0.03 each~~ shares in the capital of the Company (the “Ordinary Shares~~”) having an aggregate offering price of up~~ ” and such ADSs to ~~$20,000,000 (~~be offered hereby, the “Placement Shares”~~), provided,~~ ) provided however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form F-3 (including Instruction I.B.5. thereof), (b) would cause the Company to breach the Listing Rules of the Australian Securities Exchange (“ASX”) or (c) for which the aggregate offering price exceeds the ~~number or~~ aggregate dollar amount of ADSs ~~that may be sold pursuant to~~ registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (the lesser of (a), or (b) ~~exceeds the number of authorized but unissued ADSs of the Company~~ and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~ADSs. The ADSs will be ~~evidenced by American Depositary Receipts (the “ADRs”)~~ issued pursuant to ~~a deposit agreement (~~the “Deposit Agreement”), dated March 23, 2001, as amended and restated as of January 2, 2008, among the Company, ~~JPMorgan Chase Bank, N.A.~~the Bank of New York, as depositary (the “Depositary”), and ~~the~~ all owners and holders ~~from time to time~~ of ~~the ADRs evidencing~~ the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian thereunder (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqDeposit Agreement”)~~. If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~. The Company has filed, in accordance with the provisions of the United States Securities Act of 1933, as ~~amended,~~ amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form F-3 (File No. 333-~~236013~~274816), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act~~Act Regulations, or any subsequent registration statement on Form F-3 filed pursuant to Rule ~~415(a)(6)~~ 415 under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus (as defined in Rule 422 under the Securities Act~~Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, (a) all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”), and (b) all currency amounts appearing in this Agreement are presented in United States dollars, or “$”. Each of the Company and the Agent hereby agree that all sales and solicitations of sales of ADSs by the Agent as agent for the Company shall be made solely on the Exchange (as defined below) or to the extent it is a negotiated transaction then solely in the United States.

Appears in 1 contract

Samples: Alterity Therapeutics LTD

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Sales Agreement (the “Agreement”), on the terms and subject to the conditions set forth herein, it may issue and sell through ~~or to the Agent~~Xxxx, ~~American Depositary Shares (“ADSs”)~~acting as agent, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ shares (the “~~Ordinary~~ Shares”) ~~having~~ of the Company’s common stock (the “Common Stock”) up to an aggregate offering price of ~~up to~~ $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company 10,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Xxxx shall have no obligation in connection with such compliance, provided that Xxxx strictly follows the trading instructions provided pursuant to any Placement Notice. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring~~ ) of the ~~Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts~~ United States of America (the “~~ADRs”) pursuant to a deposit agreement (the “Deposit Agreement~~United States”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission a ~~registration statement~~ Registration Statement on Form ~~F-3~~ S-3 (~~File~~ No. 333-~~236013~~178484), as amended, including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the Agent~~Xxxx, for use by ~~the Agent~~Xxxx, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as amended on January 24, 2012 and February 3, 2012, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or as well as any ~~subsequent~~ comparable successor registration statement ~~on Form F-3~~ filed ~~pursuant to Rule 415(a)(6) under the Securities Act~~ by the Company ~~to cover any Placement~~ for the sale of shares of its Common Stock, including the Shares, is collectively are herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus~~ Prospectus(es) (as defined ~~in Rule 422 under~~ below) and any other prospectus filed after the ~~Securities Act)~~date hereof by the Company with respect to the Shares, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement ~~thereto~~ to either thereof shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data ~~Gathering~~ Gathering, Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Royale Energy Inc)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agents up to $~~20,000,000 (the “Placement Shares”)~~100,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on July 8, 2020, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an “automatic shelf registration ~~statement~~ statement,” as defined under Rule 405 under the Securities Act, on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus ~~supplement~~ specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “~~Prospectus Supplement~~Sales Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the ~~prospectus~~ Sales Prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by ~~the Prospectus Supplement~~any prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by ~~the Prospectus Supplement~~one or more prospectus supplements, in the form in which such prospectus and/or Sales Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Vaxart, Inc.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 9,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements dated as of even date hereof with each of RBC Capital Markets, LLC (“RBC”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Scotia Capital (USA) Inc. (“Scotiabank”) (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqMarch 2013 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~172368), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. 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 or the Agent up to $60.0 million of ordinary shares, par value NIS 0.01 per share, of the ~~Agent,~~ Company (“Ordinary Shares”) represented by American Depositary Shares (“ADSs”), ) with each ADS representing ~~five (5) ordinary shares, nominal value £0.03 each (the “~~thirty Ordinary Shares”, subject to the limitations set forth in Section 5(c) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement ADSs”), and may issue Ordinary Shares underlying the Placement ADSs (the “Underlying Shares”)~~, provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of~~ . The ADSs ~~that may~~ will be ~~sold~~ issued pursuant to the ~~Registration Statement (~~Deposit Agreement dated February 26, 2019 among the Company, the Bank of New York Mellon, as ~~defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ depositary (the “~~Maximum Amount~~Depositary”) and each holder and beneficial owner of ADSs issued thereunder (the “Deposit Agreement”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement ~~Shares~~ ADSs that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement ~~Shares~~ ADSs through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on November 17, 2020 and to be declared effective by the Commission as soon as possible thereafter, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of Ordinary Shares underlying the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqADSs. The Company has ~~filed~~prepared and will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including (a) a base prospectus, relating to certain securities, including ~~the Placement Shares~~ Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement specifically relating to the Underlying Shares and Placement ~~Shares~~ ADSs that may be issued and sold from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. ~~The~~ If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement ADSs that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Itamar Medical Ltd.)

Issuance and Sale of Shares. 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 from time to time through ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~200,000,000 of shares of common stock, ~~provided~~no par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on August 27, 2021 and automatically declared effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration statement, specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Vericel Corp)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~12,000,000 of shares of common stock, ~~provided~~$0.001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on June 26, 2020 and after such Registration Statement has been declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base ~~prospectus,~~ prospectus relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and (b) a preliminary prospectus specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Preliminary Sales Agreement Prospectus”), both of which ~~incorporates~~ incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the final sales agreement prospectus (the “Sales Agreement Prospectus”) included as part of such ~~Registration Statement~~registration statement at the time the registration statement becomes effective, ~~as supplemented by~~ which Sales Agreement Prospectus will be filed under Rule 424(b) under the ~~Prospectus Supplement, relating to the Placement Shares~~Securities Act. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Sales Agreement Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, ~~as it may be supplemented by the Prospectus Supplement,~~ in the form in which such ~~prospectus and/or~~ Sales Agreement Prospectus ~~Supplement have~~ has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Sales Agreement Prospectus, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Sales Agreement Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Sales Agreement Prospectus, the Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Trevi Therapeutics, Inc.)

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to Ascendiant, shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through ~~the Agent~~ Ascendiant such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed $50,000,000 in the ~~number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that ~~the Agent shall~~ Ascendiant will have no obligation in connection with such compliance, provided that Ascendiant follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through ~~or to the Agent~~ Ascendiant will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”), although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~Common Stock. ~~The ADSs will~~ Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 25. 2 This Amendment shall be ~~evidenced by American Depositary Receipts (~~binding on the ~~“ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”),~~ Company and the ~~holders from time to time~~ Agent and all of ~~the ADRs evidencing the ADSs issued thereunder. The Company shall~~their respective successors, ~~following the sale of the Placement Shares to or through the Agent deposit~~heirs, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda personal representatives and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program assigns and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statementpermitted transferees.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Ault Alliance, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~50,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared a~~ , and (b) an “at-the-market” prospectus ~~supplement~~ specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “~~Prospectus Supplement~~ATM Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus and ATM Prospectus included as part of such ~~Registration Statement, as supplemented by~~ registration statement at the ~~Prospectus Supplement, relating to the Placement Shares~~time it becomes effective. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, ~~as it may be supplemented by the Prospectus Supplement,~~ in the form in which such prospectus ~~and/or Prospectus Supplement have~~ has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the ATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the ATM Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~system or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (HOOKIPA Pharma Inc.)

Issuance and Sale of Shares. 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 or to the ~~Agent~~Agents, ~~American Depositary Shares (“ADSs”)~~as sales agents or principals, ~~each representing five (5)~~ ordinary shares, nominal value ~~£0.03 each~~ €0.06 per share, in the capital of the Company (the “Ordinary Shares”), subject to the limitations set forth in Section 5(d) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has ~~filed~~filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including (i) a base ~~prospectus,~~ prospectus relating to certain ~~securities, including the Placement Shares~~ securities to be issued from time to time by the ~~Company~~Company and (ii) a prospectus specifically relating to the Placement Shares (the “ATM Prospectus”), and which incorporates or will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended,~~ amended and the rules and regulations thereunder (the “Exchange Act”). The Company ~~has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company~~ will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the ~~prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares~~ATM Prospectus. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule ~~430B of the Securities Act~~430B, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement ~~Shares~~Shares or any subsequent registration statement on Form F-3 filed pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The ~~base prospectus~~ATM Prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g)), included in the Registration Statement, as it may be supplemented by ~~the Prospectus Supplement~~any prospectus supplement, in the form in which such ATM Prospectus and/or prospectus ~~and/or Prospectus Supplement~~ supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission ~~deemed to be~~ incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Sono Group N.V.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 4,408,676 (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Fund’s common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the “~~Placement~~ Common Shares”~~), provided, however, that in no event~~ ) as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 2, 2010, with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~188687 and 811-21652) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the “Effective Time”), including ~~a base prospectus, relating to certain securities, including the Placement Shares~~ (i) all documents filed as part thereof or incorporated or deemed to be ~~issued from time to time by the Company, and which incorporates~~ incorporated by reference ~~documents that the Company has~~ therein and (ii) any information contained or incorporated by reference in a prospectus filed ~~or will file in accordance~~ with the ~~provisions of~~ Commission pursuant to Rule 497 under the Securities ~~Exchange Act~~ Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of ~~1934, as amended, and~~ such registration statement at the ~~rules and regulations thereunder (~~Effective Time is herein called the “~~Exchange Act”). The Company has prepared a prospectus supplement specifically relating to~~ Registration Statement.” Except where the ~~Placement Shares (the~~ context otherwise requires, “~~Prospectus Supplement”) to~~ Basic Prospectus” as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”). This Agreement amends and restates that certain Controlled Equity Offering Sales Agreement, dated December 16, 2011, among the Fund, the Adviser and CF&Co.

Appears in 1 contract

Samples: Controlled Equity Offeringsm (Fiduciary/Claymore MLP Opportunity Fund)

Issuance and Sale of Shares. 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 ~~or to~~ BRS the ~~Agent~~Company's 7.75% Series A Cumulative Perpetual Preferred Stock, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal~~ par value ~~£0.03 each~~ $0.01 per share (the ~~“Ordinary~~ "Shares~~”) having an aggregate offering price of up~~ " and such Shares sold pursuant to ~~$20,000,000 (~~this Agreement, the “"Placement Shares”"), ; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ BRS such number of Placement Shares that (a) exceeds the number or dollar amount of ~~ADSs that may be sold pursuant to~~ Shares registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (b) ~~exceeds~~ the ~~number~~ aggregate amount of Shares authorized ~~but unissued ADSs~~ to be issued by the board of directors of the Company (including any duly authorized committee thereof, the “"Board") from time to time (the lesser of (a) or (b) the "Maximum Amount”"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ BRS shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ BRS will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “"Securities Act”"), with the Securities and Exchange Commission (the "Commission"), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~255428), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “"Exchange Act”"). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of ~~such~~ the registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares (the "Prospectus Supplement"). The Company will furnish to ~~the Agent~~BRS, for use by ~~the Agent~~BRS, copies of the base prospectus included as part of ~~such Registration Statement~~the registration statement, at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, as amended at the time of its effectiveness for purposes of Section 11 of the Securities Act, as such section applies to BRS, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) or Rule 462(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~at such effective time, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued~~ "Issuer Free Writing ~~Prospectus~~ Prospectus" (as defined ~~in Rule 422 under~~ below) relating to the ~~Securities Act),~~ Placement Shares is herein called the “"Prospectus.” " Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “"amend,~~” “~~" "amendment” " or “"supplement” " with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing any document under the Exchange Act on or after the ~~execution hereof~~ most recent effective date of ~~any document~~ the Registration Statement with the Commission ~~deemed to be~~ incorporated by reference therein (the “"Incorporated Documents”"). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “"XXXXX”").

Appears in 1 contract

Samples: Babcock & Wilcox Enterprises, Inc.

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or Xxxxx, acting as agent and/or principal, up to two million (2,000,000) of the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary~~ Fund’s common shares, ~~nominal~~ par value ~~£0.03 each~~ $0.001 per share (the “~~Ordinary~~ Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by~~ Fund has entered into an Investment Management Agreement with the Manager dated as of June 7, 2011, a Custodian Services Agreement with State Street Bank and Trust Company dated as of October 5, 2012 and a Transfer Agency and Services Agreement between the Fund and American ~~Depositary Receipts~~ Stock Transfer & Trust Company dated as of March 20, 2006, as amended on December 19, 2012, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement,” respectively. Collectively, the Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated June 7, 2011 (the “~~ADRs~~Subadvisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to ~~a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the~~ which holders ~~from time to time~~ of shares of the ~~ADRs evidencing~~ Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the ~~ADSs issued thereunder~~Fund unless they elect to receive such dividends in cash. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~186748 and 811-22546) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder prospectus (~~the~~ “~~Exchange Act~~Basic Prospectus”), with respect to the Shares. The ~~Company has prepared a prospectus supplement specifically~~ Fund shall prepare one or more supplements relating to the ~~Placement~~ Shares (collectively, the “Prospectus Supplement”) to the ~~base prospectus included as part of such registration statement~~Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The ~~Company will~~ Fund shall furnish to ~~the Agent~~Xxxxx, for use by ~~the Agent~~Xxxxx, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, ~~such registration statement~~the Original Registration Statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part ~~thereof or incorporated by reference therein~~thereof, and including any information contained in a Prospectus ~~(as defined below)~~ Supplement subsequently filed with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)

Issuance and Sale of Shares. 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 or to the ~~Agent~~Agent shares of common stock, ~~American Depositary Shares (“ADSs”)~~$0.001 par value per share, each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) April 8, 2022, amended on April 15, 2022 and initially declared effective by the Commission on April 19, 2022, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~264193), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Modular Medical, Inc.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 2,632,734 (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Fund’s common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the “~~Placement~~ Common Shares”~~), provided, however, that in no event~~ ) as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of June 28, 2013 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~198646 and 811-22715) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the “Effective Time”), including ~~a base prospectus, relating to certain securities, including the Placement Shares~~ (i) all documents filed as part thereof or incorporated or deemed to be ~~issued from time to time by the Company, and which incorporates~~ incorporated by reference ~~documents that the Company has~~ therein and (ii) any information contained or incorporated by reference in a prospectus filed ~~or will file in accordance~~ with the ~~provisions of~~ Commission pursuant to Rule 497 under the Securities ~~Exchange Act~~ Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of ~~1934, as amended, and~~ such registration statement at the ~~rules and regulations thereunder (~~Effective Time is herein called the “~~Exchange Act”). The Company has prepared a prospectus supplement specifically relating to~~ Registration Statement.” Except where the ~~Placement Shares (the~~ context otherwise requires, “~~Prospectus Supplement”) to~~ Basic Prospectus” as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Guggenheim Credit Allocation Fund)

Issuance and Sale of Shares. 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 ~~or to~~ Xx Xxxxx and MLV (each an “Agent” and collectively, the ~~Agent, American Depositary Shares (~~“~~ADSs~~Agents”), ~~each representing five (5) ordinary shares~~acting as agent, ~~nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ up to ~~$20,000,000~~ the lesser of (i) the ~~“Placement Shares”), provided, however, that in no event shall~~ amount available for offer and sale under the ~~Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the~~ currently effective Registration ~~Statement (as defined below)~~Statement, or (bii) ~~exceeds~~ the ~~number of~~ amount authorized ~~but unissued ADSs of~~ from time to time to be issued and sold under this Agreement by the ~~Company~~ Company, and notified to the Agents in writing (the “Maximum Amount”) of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended,~~ amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. [333-~~236013~~159355]), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ shares of Common Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus (as defined in Rule 422 under the Securities Act~~Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: YRC Worldwide Inc.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this ~~Agreement~~Agreement as set forth below, on the terms and subject to the conditions set forth herein, it may issue and sell to or through ~~or to~~ A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent~~, American Depositary Shares (“ADSs~~”), ~~each representing five (5) ordinary shares~~shares of the Company’s common stock, ~~nominal~~ par value ~~£0.03 each~~ $0.001 per share (the “~~Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares~~Common Stock”), ~~provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ subject to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in ~~this~~ Section ~~1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance~~3(b) hereof. The issuance and sale of ~~Placement Shares~~ shares of Common Stock to or through ~~or to~~ the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”). The term of this agreement shall commence on the earlier of (a) the date on which that certain sales agreement, ~~although nothing~~ dated January 7, 2019, by and between the Company and the Sales Agent (the “2019 Sales Agreement”) terminates and (b) December 7, 2020 and shall end upon the termination or expiration of this Agreement in ~~this~~ accordance with Section 11. If the 2019 Sales Agreement is not terminated according to its terms on or prior to December 7, 2020, the Company and the Sales Agent hereby mutually agree that the 2019 Sales Agreement shall be ~~construed~~ deemed terminated as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”)of December 7, ~~among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time~~ 2020 in accordance with Section 11 of the ~~ADRs evidencing~~ 2019 Sales Agreement. On the ~~ADSs issued thereunder. The Company shall, following the sale~~ date of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this ~~redomicile~~Agreement, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the ~~Commission~~ Commission, a shelf registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus ~~supplement~~ specifically relating to the ~~Placement Shares~~ offering of Common Stock pursuant to this Agreement included as part of such registration statement (the “~~Prospectus Supplement~~ATM Prospectus” and, together with the Base Prospectus, collectively, the “Initial Prospectus”) ). As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the ~~base prospectus~~ Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement~~, relating to the Placement ~~Shares~~Shares (as defined below). Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in ~~a Prospectus (as defined below)~~ any prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The ~~base prospectus~~Initial Prospectus, including all documents incorporated therein by ~~reference, included~~ reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the ~~Registration Statement~~Securities Act (as qualified by Rule 430B(g) of the Securities Act), as it may be supplemented from time to time by ~~the Prospectus Supplement~~any additional prospectus supplement, in the form in which such ~~prospectus~~ Base Prospectus and/or ATM Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued~~ “issuer free writing prospectus” (“Issuer Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic ~~Application system when used by the Commission~~ Applications (~~collectively,~~ collectively “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Ocean Power Technologies, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ Cowen, acting as agent and/or principal, common shares, no par value, of the ~~Agent, American Depositary Shares~~ Company (the “~~ADSs~~Common Shares”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)US$16,500,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Common Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Common Shares through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the United States Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ the Common Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has prepared and filed with the British Columbia Securities Commission (the “~~ADRs~~Reviewing Authority”) ~~pursuant to a deposit agreement~~ in accordance with the applicable securities laws of each of the provinces of Canada, other than Quebec (the “~~Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary~~Qualifying Jurisdictions”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the respective applicable rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of under such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Actlaws, together with ~~any then issued Issuer Free Writing Prospectus~~ applicable published national, multilateral and local policy statements, instruments, notices and blanket orders of the securities regulatory authorities (~~as defined~~ “Canadian Qualifying Authorities”) in ~~Rule 422 under~~ each of the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission Qualifying Jurisdictions (collectively, “~~XXXXX~~Canadian Securities Laws”)., a preliminary short-form base shelf prospectus, dated June 18, 2014, in respect of offers and sales, from time to time, of up to $200,000,000 of certain securities of the Company, including Common Shares (collectively, the “Shelf Securities”) and a final short-form base shelf prospectus, dated July 29, 2014, in respect of offers and sales, from time to time, of the Shelf Securities; the Reviewing Authority has issued a receipt (a “Receipt”) as the principal regulator under Multilateral Instrument 11-102 Passport System, and each of the other Canadian Qualifying Authorities is deemed to have issued a Receipt under National Policy 11-202 Process for Prospectus Reviews in Multiple Jurisdictions

Appears in 1 contract

Samples: Sales Agreement (Endeavour Silver Corp)

Issuance and Sale of Shares. 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 ~~or to the Agent~~FBR, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ~~provided,~~ provided however, that in no event shall the Company issue or sell through ~~the Agent~~ FBR such number of Placement Shares that (a) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering of Placement Shares is being made, or (b) exceeds the number of authorized but unissued ~~ADSs~~ shares of Common Stock, or (c) exceeds the ~~Company~~ maximum aggregate number of shares or dollar amount of Common Stock offered for sale pursuant to the Prospectus Supplement (as defined below) (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number and aggregate sales price of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ FBR will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~198659), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to FBR, for use by FBR, copies of the base prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement~~, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated or deemed ~~to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). To the extent that the Registration Statement is not available for sales of the Placement Shares as contemplated by this Agreement or the Company is unable to make the representations set forth in Section 6 at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Placement Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Placement Shares or such other relevant action that occurred prior to the effective time of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-198659), including a base prospectus, relating to certain securities, including the Placement Shares, including all documents incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Emergent Capital, Inc.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this ~~Agreement,~~ Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through ~~or to the Agent~~MLV, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”)) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) up to an aggregate offering price of $10,000,000; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of Placement Shares that (a) would cause the Company not to satisfy the eligibility requirements for use of Form S-3 (including instruction I.B.6 thereof), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Common Stock (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~171197), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to ~~the Agent~~MLV, for use by ~~the Agent~~MLV, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with any then issued Issuer Free Writing ~~Prospectus~~ Prospectus(es) (as defined ~~in Rule 422 under the Securities Act~~below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Cardica Inc

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 4,750,000 (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Fund’s common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the “~~Placement~~ Common Shares”~~), provided, however, that in no event~~ ) as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 3, 2010 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~213517 and 811-21652) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the “Effective Time”), including ~~a base prospectus, relating to certain securities, including the Placement Shares~~ (i) all documents filed as part thereof or incorporated or deemed to be ~~issued from time to time by the Company, and which incorporates~~ incorporated by reference ~~documents that the Company has~~ therein and (ii) any information contained or incorporated by reference in a prospectus filed ~~or will file in accordance~~ with the ~~provisions of~~ Commission pursuant to Rule 497 under the Securities ~~Exchange Act~~ Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of ~~1934, as amended, and~~ such registration statement at the ~~rules and regulations thereunder (~~Effective Time is herein called the “~~Exchange Act”). The Company has prepared a prospectus supplement specifically relating to~~ Registration Statement.” Except where the ~~Placement Shares (the~~ context otherwise requires, “~~Prospectus Supplement”) to~~ Basic Prospectus” as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Fiduciary/Claymore MLP Opportunity Fund)

Issuance and Sale of Shares. 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 or an Agent that the Company has designated as sales agent to sell Placement Shares (as defined below) pursuant to the ~~Agent~~terms of this Agreement (as of any given time, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (~~the “~~Ordinary Shares~~Designated Agent”) ~~having~~ for an aggregate ~~offering~~ gross sales price of up to $~~20,000,000 (the “Placement Shares”)~~200,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Designated Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on September 9, 2022, and which became automatically effective upon the filing thereof, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), Company has prepared and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement as defined under Rule 405 of the Securities Act on Form ~~F-3~~ S-3ASR (File No. 333-~~236013~~267357), including a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to ~~the~~ each Agent, for use by ~~the~~ such Agent, copies of the ~~prospectus included as part of such Registration Statement~~Sales Prospectus, as supplemented by ~~the Prospectus Supplement~~any prospectus supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as ~~it may be~~ supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have~~ was most recently ~~been~~ filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated ~~or deemed to be incorporated~~ by reference ~~therein~~therein (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Mirum Pharmaceuticals, Inc.)

Issuance and Sale of Shares. 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 or the Agent up to $175,000,000 of the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5)~~ Company’s ordinary shares, nominal value ~~£0.03 each~~ €0.12 per share, of the Company (the “Ordinary Shares”), subject to the limitations set forth in Section 5(c) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on the date hereof, ~~although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs~~ which will ~~be evidenced by American Depositary Receipts (the “ADRs”)~~ become automatically effective upon filing thereof pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”Rule 462(e) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and will file, in accordance with the provisions of the Securities Act, with the Commission a an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act (“Rule 405”) on Form F-3, which automatic shelf registration statement ~~on Form F-3 (File No. 333-236013)~~will become effective under Rule 462(e) of the Securities Act, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, including any amendment thereto and ~~any post-effective amendment thereto, including~~ all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Pharvaris N.V.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 ~~or to the Agent~~CF&Co, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ up to ~~$20,000,000~~ 11,250,000 (the “Placement Shares”~~), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a~~) ~~exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs~~ of the ~~Company~~ Fund’s common shares of beneficial interest, $0.01 par value per share (the “~~Maximum Amount~~Common Shares”)) as the Fund and CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Placement Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 3, 2010 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company,~~ 230474 and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder 811-21982) (the “~~Exchange Act~~registration statement”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, ~~and any post-effective amendment thereto~~as such section applies to CF&Co (the “Effective Time”), including (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference ~~therein,~~ therein and ~~including~~ (ii) any information contained or incorporated by reference in a ~~Prospectus (as defined below) subsequently~~ prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein~~ to the ~~Registration Statement~~extent such information is deemed, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).pursuant

Appears in 1 contract

Samples: Sales Agreement (Guggenheim Strategic Opportunities Fund)

Issuance and Sale of Shares. 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~~herein and any Terms Agreement, it may issue and sell through ~~or to the Agent~~Cowen, acting as agent and/or principal, American Depositary Shares of the Company (“ADSs”), ) each representing ~~five~~ six (56) fully paid ordinary shares, ~~nominal~~ par value £~~0.03 each~~ 0.001 per share to be issued by the Company (the “Ordinary Shares”) ), with such ADSs having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)U.S.$ 200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement Shares~~ ADSs issued and sold under this Agreement and any Terms Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ ADSs through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) being filed by the Company and ~~declared~~ which will automatically become effective by under Rule 462(e) of the Securities Act (as defined below) upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue ~~any Placement Shares~~the ADSs. The ADSs will be ~~evidenced by American Depositary Receipts (the “ADRs”)~~ issued pursuant to ~~a deposit agreement (~~the “Deposit Agreement”), dated May 11, 2015 by and among the Company, ~~JPMorgan Chase Bank~~Citibank, N.A., as depositary (the “Depositary”), ) and all holders and beneficial owners of ADSs issued thereunder (as the ~~holders~~ same may be amended and supplemented from time to ~~time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent~~time, the ~~Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the~~ “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-236013), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange ActDeposit Agreement”). The ~~Company has prepared a prospectus supplement specifically relating to~~ Registration Statement will be an “automatic shelf registration statement” (as defined in Rule 405) and the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) ~~subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such~~ have been and remain eligible for registration ~~statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act~~ by the Company ~~to cover any Placement Shares, is herein called the “Registration Statement~~on such automatic shelf registration statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Shares Sales Agreement (Adaptimmune Therapeutics PLC)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~50,000,000 of shares of common stock, ~~provided~~$0.01 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on August 30, 2021, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~258994), including a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the ~~base prospectus~~ Base Prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to the Agent, for use by the Agent, copies of the ~~prospectus included as part of such Registration Statement~~Base Prospectus, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) of the Securities Act, or any subsequent registration statement on Form ~~F-3~~ S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company with respect to ~~cover any~~ the Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is consented to by the Agent, hereinafter referred to as a “Permitted Free Writing Prospectus,” (ii) is required to be filed with the Commission by the Company or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”). The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other similar references) copies of any document shall be deemed satisfied if the same is filed with the Commission through XXXXX.

Appears in 1 contract

Samples: Sales Agreement (Eloxx Pharmaceuticals, Inc.)

Issuance and Sale of Shares. 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 or CF&Co, acting as sales agent, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ $300,000,000 of shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s Class A common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement Shares~~Class A Common Stock”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to ~~issue~~ offer and sell any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013)~~253987) with respect to an “at the market offering” of the Shares, ~~including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and~~ which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange ~~Act”). The~~ Act”).The Company has ~~prepared a prospectus supplement specifically relating~~ furnished to ~~the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the prospectus included as part of such ~~Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares~~registration statement. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~when it was declared effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof and all documents or portions thereof incorporated by reference therein, and including any information contained in a the Prospectus (as defined below~~) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act~~), ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~collectively, is are herein called the “Registration Statement.,” ~~The base prospectus,~~ including all documents or portions thereof incorporated ~~therein~~ by ~~reference, included in the Registration Statement~~reference therein, as it may be amended or supplemented from time to time, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the ~~Prospectus Supplement~~Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in ~~which such prospectus and/or Prospectus Supplement have most recently been filed by~~ the ~~Company with the Commission~~ Company’s records pursuant to Rule ~~424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act~~433(g), is collectively, are herein called the “Prospectus.” Any reference herein to the Registration ~~Statement,~~ Statement or the Prospectus ~~or any amendment or supplement thereto,~~ shall be deemed to refer to and include the documents ~~incorporated~~ or ~~deemed to be~~ portions thereof incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing with the Commission after the execution hereof of any document ~~with the Commission~~ or portion thereof deemed to be incorporated by reference therein (such documents or portions thereof incorporated or deemed to be incorporated by reference, collectively, are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration ~~Statement,~~ Statement or the Prospectus ~~or to any amendment or supplement thereto~~ shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (BGC Partners, Inc.)

Issuance and Sale of Shares. 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 ~~or to the Agent~~Cowen, acting as agent and/or principal, American Depositary Shares of the Company (“ADSs”), ) each representing ~~five~~ six (56) fully paid ordinary shares, ~~nominal~~ par value £~~0.03 each~~ 0.001 per share to be issued by the Company (the “Ordinary Shares”) ), with such ADSs having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)U.S.$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement Shares~~ ADSs issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ ADSs through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue ~~any Placement Shares~~the ADSs. The ADSs will be ~~evidenced by American Depositary Receipts (the “ADRs”)~~ issued pursuant to ~~a deposit agreement (~~the “Deposit Agreement”), dated May 11, 2015 by and among the Company, ~~JPMorgan Chase Bank~~Citibank, N.A., as depositary (the “Depositary”), ) and all holders and beneficial owners of ADSs issued thereunder (as the ~~holders~~ same may be amended and supplemented from time to ~~time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent~~time, the ~~Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the~~ “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqDeposit Agreement”)~~. If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement Shares~~ ADSs (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to ~~the Agent~~Cowen, for use by ~~the Agent~~Cowen, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement Shares~~ADSs. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act regulations (“Rule 433”), relating to the ADSs and Ordinary Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For the purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Adaptimmune Therapeutics PLC)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~30.0 million of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Shares”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)) on December 16, 2016, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~214859), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).Registration

Appears in 1 contract

Samples: Sales Agreement (Axsome Therapeutics, Inc.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 9,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements dated as of even date hereof with each of RBC Capital Markets, LLC (“RBC”), Cantor Xxxxxxxxxx & Co. (“CF&Co”) and Scotia Capital (USA) Inc. (“Scotiabank”) (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqMarch 2013 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~172368), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or Xxxxx, acting as agent and/or principal, up to 5,000,000 (FIVE MILLION) of the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary~~ Fund’s common shares, ~~nominal~~ par value ~~£0.03 each~~ $0.001 per share (the “~~Ordinary~~ Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by~~ Fund has entered into an Investment Management Agreement with the Manager dated as of June 21, 2010, a Custodian Services Agreement with State Street Bank and Trust Company dated as of January 1, 2007, as amended on June 9, 2011 and a Transfer Agency and Services Agreement between the Fund and American ~~Depositary Receipts~~ Stock Transfer & Trust Company dated as of March 20, 2006, as amended on June 9, 2011, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement,” respectively. Collectively, the Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated June 21, 2010 (the “~~ADRs~~Subadvisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to ~~a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the~~ which holders ~~from time to time~~ of shares of the ~~ADRs evidencing~~ Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the ~~ADSs issued thereunder~~Fund unless they elect to receive such dividends in cash. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~178695 and 811-22405) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder prospectus (~~the~~ “~~Exchange Act~~Basic Prospectus”), with respect to the Shares. The ~~Company has prepared a prospectus supplement specifically~~ Fund shall prepare one or more supplements relating to the ~~Placement~~ Shares (collectively, the “Prospectus Supplement”) to the ~~base prospectus included as part of such registration statement~~Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The ~~Company will~~ Fund shall furnish to ~~the Agent~~Xxxxx, for use by ~~the Agent~~Xxxxx, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, ~~such registration statement~~the Original Registration Statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part ~~thereof or incorporated by reference therein~~thereof, and including any information contained in a Prospectus ~~(as defined below)~~ Supplement subsequently filed with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (ClearBridge Energy MLP Fund Inc.)

Issuance and Sale of Shares. ~~The Company agrees that, from~~ From time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell to or through ~~or to~~ Oxxxxxxxxxx & Co. Inc., acting as agent and/or principal (the “Sales Agent~~, American Depositary Shares (“ADSs~~”), ~~each representing five (5)~~ ordinary ~~shares~~shares of the Company, ~~nominal~~ par value ~~£0.03 each~~ NIS 0.01 per share (the “Ordinary Shares”) ), having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company 15,000,000 (the “Maximum Amount”)~~. Notwithstanding anything~~ , subject to ~~the contrary contained herein, the parties hereto agree that compliance with~~ the limitations set forth in ~~this~~ Section ~~1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance~~3(b) hereof. ~~The~~ Any issuance and sale of ~~Placement~~ Ordinary Shares to or through ~~or to~~ the Sales Agent will be effected pursuant to the Registration Statement (as defined below) ~~filed~~ filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”)~~, although nothing in~~ . On the date of this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the ~~Commission~~ Commission, a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the offer and sale of Placement Shares pursuant to this Agreement included as part of such registration statement (the “~~Prospectus Supplement~~ATM Prospectus”) ). The Company will furnish to the ~~base prospectus~~ Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by ~~the Prospectus Supplement~~any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus ~~Supplement~~ have most recently been filed by the Company with the ~~Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy of the relevant document filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the Interactive Data Electronic Application system when used by the Commission~~ any successor thereto (~~collectively,~~ collectively “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Equity Distribution Agreement (Vascular Biogenics Ltd.)

Issuance and Sale of Shares. 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 or FBR, acting as agent and/or principal, up to an aggregate amount of shares of the ~~Agent~~Company’s 6.125% Series C Cumulative Redeemable Preferred Stock, ~~American Depositary Shares~~ par value $0.01 per share (the “~~ADSs~~Preferred Stock”), ~~each representing five~~ as specified in the Prospectus (5as defined below) ~~ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ (the “Placement Shares”), ; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ FBR such number of Placement Shares that (a) exceeds the ~~number or dollar~~ aggregate amount of ~~ADSs that may be sold~~ shares specified on such Prospectus pursuant to which the ~~Registration Statement (as defined below),~~ offering of Placement Shares contemplated hereunder is being made or (b) exceeds the number of authorized but unissued ~~ADSs~~ shares of Preferred Stock (the ~~Company~~ lesser of (a) or (b) , the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number and aggregate sales price of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ FBR will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~206187), including a base prospectus, relating to certain ~~securities,~~ securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to FBR, for use by FBR, copies of the base prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement~~, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference, to the extent that the information set forth therein has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission ~~deemed to be~~ incorporated by reference therein (the “Incorporated Documents”). To the extent that the Registration Statement is not available for sales of the Placement Shares as contemplated by this Agreement or the Company is unable to make the representations set forth in Section 6 at any time when such representations are required, the Company shall file a new registration statement with respect to any additional Placement Shares necessary to complete the sale of the Maximum Amount and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Placement Shares or such other relevant action that occurred prior to the effective time of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-206187), including a base prospectus, relating to certain securities, including the Placement Shares, and including all documents incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Monmouth Real Estate Investment Corp

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent~~Agents, ~~American Depositary~~ shares of the Company’s Class A Common Shares of Beneficial Interest (the “~~ADSs~~Class A Shares”), ~~each representing five (5) ordinary shares, nominal~~ par value ~~£0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to~~ $~~20,000,000~~ 0.01 per share (the “Placement Shares”), up to an aggregate amount of $400,000,000; provided, however, that in no event shall the Company issue or sell through the ~~Agent~~ Agents such number of Placement Shares that (ai) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Class A Shares included in the ~~Registration Statement~~ Prospectus (as defined below)) pursuant to which the offerings contemplated hereunder are being made, or (bii) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Class A Shares (the lesser of (i) and (ii), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a an “automatic shelf registration ~~statement~~ statement” as defined under Rule 405 on Form ~~F-3~~ S-3 (File No. 333-~~236013~~197921), ~~including~~ which includes a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement to the Base Prospectus specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares). Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: American Homes 4 Rent

Issuance and Sale of Shares. The Company ~~agrees that, from time~~ proposes 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 ~~or to~~ the ~~Agent~~Agents, ~~American Depositary Shares~~ as sales agents shares (the “~~ADSs~~Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $~~20,000,000 (~~100,000,000, on the ~~“Placement Shares”)~~terms set forth in Section 4 of this Agreement. For the avoidance of doubt, ~~provided, however, that in no event shall~~ the ~~Company issue or sell through the Agent such number~~ aggregate offering price of ~~Placement~~ Shares ~~that (a) exceeds the number or dollar amount of ADSs~~ that may be sold collectively pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement and the Original Agreement, shall ~~be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance~~not exceed $100 million. The issuance and sale of ~~Placement~~ Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below~~) filed by the~~ ). The Company has entered into a fourth amended and ~~declared effective by the Securities~~ restated investment advisory and ~~Exchange Commission~~ management agreement, dated as of April 12, 2022 (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Investment Advisory Agreement”), ~~among~~ with the ~~Company~~Adviser. The Company has entered into an administration agreement, ~~JPMorgan Chase Bank~~dated as of October 1, ~~N.A., as depositary~~ 2006 (the “~~Depositary~~Administration Agreement”), ~~and~~ with the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqAdministrator. The Company has filed, ~~in accordance with~~ pursuant to the ~~provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities~~ 1933 Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File No. 333-~~236013~~261398), ~~including a base prospectus, relating to~~ which registers the offer and sale of certain ~~securities, including the Placement Shares~~ securities to be issued from time to time by the Company, ~~and which incorporates by reference documents that~~ including the ~~Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934,~~ Shares. The registration statement as amended, including the exhibits and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agentschedules thereto, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, at its most recent effective date and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein~~, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule ~~424(b) under the Securities Act or~~ 424 and deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant~~ is hereinafter referred to ~~Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called~~ as the “Registration Statement.” The ~~base prospectus~~Company may file one or more registration statements after the date hereof which may be referred to as the Registration Statement, ~~including all documents incorporated therein by reference,~~ only to the extent that such registration statement relates to the Common Stock offered and sold pursuant to this Agreement. The prospectus included in the Registration ~~Statement~~Statement at its most recent effective date is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 424, ~~as it may be supplemented by~~ a prospectus supplement (the “Prospectus Supplement, ”) supplementing the Base Prospectus in connection with offers and sales of the ~~form in which such prospectus and/or~~ Shares. The Base Prospectus and the most recent Prospectus Supplement ~~have most recently been~~ (and any supplements thereto) filed ~~by the Company~~ with the Commission pursuant to Rule ~~424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (~~424 are hereinafter referred to collectively as ~~defined in Rule 422 under the Securities Act), is herein called~~ the “Prospectus.” ~~Any reference herein~~ All references in this Agreement to the Registration Statement, the Prospectus or any ~~amendment~~ amendments or ~~supplement thereto~~supplements to either of the foregoing, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data ~~Gathering~~ Gathering, Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”). All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to either of the foregoing, shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is incorporated by reference in or otherwise a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Gladstone Capital Corp)

Issuance and Sale of Shares. 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 ~~or to the Agent~~Cowen, acting as agent and/or principal, American Depositary Shares (“~~ADSs~~ADS”), ) each representing ~~five~~ (530) fully paid ordinary ~~shares, nominal value £0.03 each~~ shares in the capital of the Company (the “Ordinary Shares”~~) having~~ ), for up to an aggregate ~~offering price~~ of ~~up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement~~ 2,373,000 American Depositary Shares ~~that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement~~ (as ~~defined below), or~~ evidenced by American Depositary Receipts (~~b) exceeds the number of authorized but unissued ADSs of the Company (the~~ “~~Maximum Amount~~ADSs”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement Shares~~ ADSs issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ ADSs through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue ~~any Placement Shares~~the ADSs. The ADSs will be ~~evidenced by American~~ issued pursuant to the Deposit Agreement, dated January 14, 2002 among the Company, The Bank of New York, or Depositary ~~Receipts~~ (the “~~ADRs~~Depositary”) ~~pursuant to a deposit agreement~~ and all owners and holders of the ADSs issued thereunder (as the same may be amended, the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-~~236013~~184766), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement Shares~~ ADSs (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to ~~the Agent~~Cowen, for use by ~~the Agent~~Cowen, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement Shares~~ADSs. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the ADSs and Ordinary Shares (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ either the Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ Interactive Data Electronic ~~Application system when used by the Commission~~ Applications (~~collectively,~~ collectively “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Genetic Technologies LTD)

Issuance and Sale of Shares. 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 ~~or to~~ Cowen, acting as agent, the ~~Agent~~Company’s common shares, ~~American Depositary Shares~~ without par value (the “~~ADSs~~Common Shares”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)US$20 million. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ shares of Common Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Common Shares through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below~~). If~~ ) to issue the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File ~~No. 333~~No.333-~~236013~~200660), ~~including a base prospectus~~and, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The Registration Statement includes a base shelf prospectus, relating to certain securities, including the Common Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and documents furnished under the Exchange Act and incorporated by reference therein (the “Base Prospectus”). The Company has prepared a prospectus supplement specifically relating to the Common Shares (the “Prospectus Supplement”) to the Base Prospectus included as part of such Registration Statement. The Company has furnished to Cowen, for use by Cowen, copies of the Prospectus (as defined below) included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Common Shares. The Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act regulations (“Rule 433”), relating to the Common Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be be, or otherwise, incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ either the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable~~System (“EXXXX”). Notwithstanding anything to the contrary in this Agreement, the ~~Interactive Data Electronic Application system when used~~ Company and Cowen each acknowledge and agree that all sales and solicitations of sales of the Common Shares by Cowen pursuant to this Agreement shall be made solely in the United States and no sales of Common Shares will be carried out by the ~~Commission (collectively, “XXXXX”)~~Company or Cowen in Canada or on the Toronto Stock Exchange.

Appears in 1 contract

Samples: Sales Agreement (Aptose Biosciences Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ USCA, as sales agent for the ~~Agent~~Company, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ USCA such number or dollar amount of Placement Shares that (a) would cause the Company or the offering of the Placement Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the number or dollar amount of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ USCA shall have no obligation in connection with such compliance. ~~The issuance~~ USCA and ~~sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by~~ the Company are sometimes referred to herein individually as a “Party” and ~~declared effective by~~ collectively as the “Parties.” The Company has filed with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (~~File No.~~ 333-~~236013~~192251), including a base prospectus, relating to certain ~~securities~~securities of the Company, including the Placement ~~Shares~~ Shares, to be issued from time to time by the ~~Company~~Company pursuant to Rule 415 under the Securities Act, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus include as part of such registration statement, to be filed by the Company with the Commission on or before the second business day following the date hereof (or such earlier time as may be required under the Securities Act), specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to ~~the Agent~~USCA, for use by ~~the Agent~~USCA, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as ~~supplemented~~ supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and~~ including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base ~~prospectus, including all documents incorporated therein by reference,~~ prospectus included in the Registration ~~Statement~~Statement (the “Base Prospectus”), as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have most recently been~~ is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated ~~or deemed to be incorporated~~ by reference ~~therein~~therein (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement ~~thereto~~ thereto, or any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectus that, pursuant to Rule 433, is not required to be filed with the Commission) shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Common Stock (Emerald Oil, Inc.)

Issuance and Sale of Shares. 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 or the Agent up to $75,000,000 of the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5)~~ Company’s ordinary shares, nominal value ~~£0.03 each~~ €0.12 per share, of the Company (the “Ordinary Shares”), subject to the limitations set forth in Section 5(c) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on March 1, 2022 and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, including any amendment thereto and ~~any post-effective amendment thereto, including~~ all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Pharvaris N.V.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000~~ 80,000,000 of Common Stock, subject to the limitations set forth in Section 5(c) (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on November 13, 2020, and declared effective by the Commission on November 24, 2020, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. ~~The ADSs will be evidenced~~ For the avoidance of doubt, unless otherwise instructed by ~~American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among~~ the Company, ~~JPMorgan Chase Bank, N.A., as depositary (~~the ~~“Depositary”),~~ Agent shall effect any issuance and ~~the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the~~ sale of shares of Company Common Stock first from amounts remaining available for sale under the ~~Placement Shares~~ 2020 Sales Agreement. Notwithstanding the foregoing, should the Company prefer that an issuance of shares of Common Stock be effected pursuant to ~~or through~~ this Agreement at a time when capacity remains under the 2020 Sales Agreement, the Agent ~~deposit, on behalf~~ shall comply with Company’s instructions to do so provided that all conditions required by Section 7 of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this ~~redomicile, the Company intends to cancel its ADR program and~~ Agreement have ~~its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~been satisfied. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~250083), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Immunic, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 Agent shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ~~provided,~~ provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) ~~exceeds~~ would cause the Company to exceed the number or dollar amount of ~~ADSs that may~~ shares of Common Stock permitted to be sold ~~pursuant to~~ under Form S-3 (including General Instruction I.B.6 of Form S-3, if applicable), (b) exceeds the number of shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of Common Stock that are not reserved for other purposes (the ~~Company~~ lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~223674), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has ~~prepared~~ prepared, or will prepare prior to any sales of the Placement Shares, a prospectus supplement to the base prospectus included, or to be included, as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission ~~deemed to be~~ incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: LIGHTBRIDGE Corp

Issuance and Sale of Shares. 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 to or through ~~or to~~ Maxim Group LLC, acting as agent and/or principal (the “Sales Agent~~, American Depositary Shares (“ADSs~~”), ~~each representing five (5) ordinary shares~~shares of the Company’s common stock, ~~nominal~~ par value ~~£0.03 each~~ $0.18 per share (the “~~Ordinary Shares~~Common Stock”) ), having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company 10,000,000 (the “Maximum Amount”)~~. Notwithstanding anything~~ , subject to ~~the contrary contained herein, the parties hereto agree that compliance with~~ the limitations set forth in ~~this~~ Section ~~1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance~~3(b) hereof. The issuance and sale of ~~Placement Shares~~ shares of Common Stock to or through ~~or to~~ the Sales Agent will be effected pursuant to the Registration Statement (as defined below) ~~filed~~ filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~the Common Stock. ~~The ADSs will be evidenced by American Depositary Receipts (~~On the ~~“ADRs”) pursuant to a deposit agreement (the “Deposit~~ date of this Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the ~~Commission~~ Commission, a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the offer and sale of Placement Shares (as defined below) pursuant to this Agreement included as part of such registration statement (the “~~Prospectus Supplement~~ATM Prospectus”) ). The Company will furnish to the ~~base prospectus~~ Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities ~~Act,~~ Act or any subsequent registration statement on Form ~~F-3~~ S-3 filed ~~pursuant to~~ as a result of the end of the three-year period described in Rule ~~415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~415(a), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by ~~the Prospectus Supplement~~any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus ~~Supplement~~ have most recently been filed by the Company with the ~~Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Commission, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the Interactive Data Electronic Application system when used by the Commission~~ any successor thereto (~~collectively,~~ collectively “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Equity Distribution Agreement (Atossa Therapeutics, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares~~of shares of the Company’s common shares of beneficial interest, ~~nominal~~ par value ~~£0.03 each~~ $0.01 per share (the “~~Ordinary~~ Common Shares”) ” having an a maximum aggregate ~~offering price~~ value of up to $~~20,000,000~~ 100,000,000 (the “~~Placement~~ Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that~~ the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) which became effective upon filing with the Commission on January 4, 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs~~ Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will ~~be evidenced by American Depositary Receipts~~ enter into a separate written agreement containing the terms and conditions of such sale. The Company and the Operating Partnership have entered into sales agreements, each dated December 28, 2017, with BTIG, LLC, Cantor Fitzgeraxx & Xx., Citigroup Global Markets Inc., Robert W. Xxxxx & Xx. Xncorporated, Stifel, Xxxxxxxx & Xxxxxny, Incorporated and Wells Faxxx Xecurities, LLC and may also enter into additional sales agreements on or after the date hereof (collectively, the “~~ADRs~~Other Sales Agreements”) ~~pursuant to a deposit agreement~~ with additional sales agents (collectively, the “~~Deposit Agreement~~Alternative Agents”~~), among~~ ) for the ~~Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”),~~ issuance and ~~the holders~~ sale from time to time ~~of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares~~ to or through the ~~Agent deposit, on behalf~~ - 1 - Alternative Agents of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the ~~AIM (~~terms to be set forth in the Other Sales Agreements. This Agreement and the Other Sales Agreements are collectively referred to herein as ~~defined below). If~~ the “Sales Agreements.” The aggregate dollar amount of Shares that may be sold pursuant to the Sales Agreements shall not exceed $100,000,000; provided, however, that in no event shall the Company ~~successfully cancels~~ issue or sell through the ~~Ordinary~~ Agent and the Alternative Agents such number of Shares ~~from~~ that would exceed the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaqnumber of authorized but unissued Common Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form ~~F-3~~ S-3ASR (File No. 333-~~236013~~215418), including a base prospectus, relating to ~~certain securities, including~~ the ~~Placement~~ Common Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment ~~thereto~~thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base ~~prospectus, including all documents incorporated therein by reference,~~ prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Shares. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data ~~Gathering Analysis~~ Gathering, Analysis, and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “~~XXXXX~~EDGAR”).

Appears in 1 contract

Samples: Sales Agreement (Chatham Lodging Trust)

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to Aegis, as its exclusive sales agent, shares (the “Placement Shares”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through ~~the Agent~~ Aegis such ~~number~~ dollar amount of Placement Shares that would exceed the lesser of (ai) ~~exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below),~~ $1,729,964 or (bii) ~~exceeds~~ the ~~number of authorized but unissued ADSs of the Company~~ Company’s maximum offering amount permitted under its then current shelf registration capacity using Form F-3 (including General Instruction I.B.5 thereof, if applicable) (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that ~~the Agent shall~~ Aegis will have no obligation in connection with such compliance, provided that Aegis follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through ~~or to the Agent~~ Aegis will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”)) on February 23, 2023, although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Ordinary Shares. ~~The ADSs will be evidenced by American Depositary Receipts (~~Certain capitalized terms used in this Agreement have the ~~“ADRs”) pursuant~~ meanings ascribed to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile them in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqSection 25. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form F-3 (File No. 333-~~236013~~269839), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to ~~the Agent~~Aegis, for use by ~~the Agent~~it, copies of the prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” ~~with respect to~~ respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (SciSparc Ltd.)

Issuance and Sale of Shares. 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 ~~or to~~ MLV, as sales agent for the ~~Agent~~Company, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ; provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number or dollar amount of Placement Shares that (a) would cause the Company or the offering of the Placement Shares to not satisfy the eligibility and transaction requirements for use of Form S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the number or dollar amount of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. ~~The issuance~~ MLV and ~~sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed by~~ the Company are sometimes referred to herein individually as a “Party” and ~~declared effective by~~ collectively as the “Parties.” The Company has filed with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (~~File No.~~ 333-~~236013~~192251), including a base prospectus, relating to certain ~~securities~~securities of the Company, including the Placement ~~Shares~~ Shares, to be issued from time to time by the ~~Company~~Company pursuant to Rule 415 under the Securities Act, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus include as part of such registration statement, to be filed by the Company with the Commission on or before the second business day following the date hereof (or such earlier time as may be required under the Securities Act), specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to ~~the Agent~~MLV, for use by ~~the Agent~~MLV, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as ~~supplemented~~ supplemented, if at all, by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and~~ including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base ~~prospectus, including all documents incorporated therein by reference,~~ prospectus included in the Registration ~~Statement~~Statement (the “Base Prospectus”), as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have most recently been~~ is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated ~~or deemed to be incorporated~~ by reference ~~therein~~therein (the “Incorporated Documents”), and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement ~~thereto~~ thereto, or any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectus that, pursuant to Rule 433, is not required to be filed with the Commission) shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Emerald Oil, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ MLV (the “Agent~~, American Depositary Shares (“ADSs~~”), ~~each representing five (5) ordinary shares~~acting as agent, ~~nominal value £0.03 each~~ an amount (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common shares, par value $~~20,000,000~~ 0.0075 per share (the “~~Placement~~ Common Shares”), ; provided, however, that in no event shall the Company issue or sell through ~~the~~ Agent such number of ~~Placement~~ Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including, if applicable, Instruction I.B.6. thereof), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold~~ Common Shares registered on the effective registration statement pursuant to which the ~~Registration Statement (as defined below)~~offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ Common Shares (the lesser of ~~the Company~~ (a), (b), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the Company and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company and which will be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Common Shares. ~~The ADSs will be evidenced by American Depositary Receipts (~~MLV and the Company are sometimes referred to herein individually as a “Party” and collectively as the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. Parties.” The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, ~~relating~~ with respect to ~~certain securities~~equity and other offerings, including the ~~Placement Shares to be issued from time to time by the Company~~Shares, and which ~~incorporates~~ will incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). The Company ~~has prepared~~ will prepare a prospectus supplement specifically ~~relating~~ related to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration ~~statement~~statement and will file such Prospectus Supplement after the Registration Statement is declared effective by the Commission. The Company will furnish to ~~the~~ Agent, for use by the Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have most recently been~~ will be filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus~~ Prospectus(es) (as defined ~~in Rule 422 under the Securities Act~~below), if any, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Market Issuance Sales Agreement (Xoma LTD /De/)

Issuance and Sale of Shares. 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 ~~or to the Agent~~MLV, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), ~~provided,~~ provided however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of Placement Shares that (a) would cause the Company to fail to satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof in the event that such instruction becomes applicable to the Company during the term of this Agreement), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of Common Stock (the ~~Company~~ lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~185022), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”) ). The Company will furnish to MLV, for use by MLV, copies of the base prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement~~, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated or deemed ~~to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Medicinova Inc)

Issuance and Sale of Shares. 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 ~~or to the Agent~~Cowen, acting as agent and/or principal, American Depositary Shares of the Company (“ADSs”), ) each representing ~~five~~ six (56) fully paid ordinary shares, ~~nominal~~ par value £~~0.03 each~~ 0.001 per share to be issued by the Company (the “Ordinary Shares”) ), with such ADSs having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)U.S.$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement Shares~~ ADSs issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ ADSs through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue ~~any Placement Shares~~the ADSs. The ADSs will be ~~evidenced by American~~ issued pursuant to the Deposit Agreement, dated May 11, 2015 among the Company, Citibank, N.A., as Depositary ~~Receipts~~ (the “~~ADRs~~Depositary”) ~~pursuant to a deposit agreement~~ and all owners and holders of the ADSs issued thereunder (as the same may be amended, the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement Shares~~ ADSs (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to ~~the Agent~~Cowen, for use by ~~the Agent~~Cowen, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement Shares~~ADSs. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act regulations (“Rule 433”), relating to the ADSs and Ordinary Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For the purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Adaptimmune Therapeutics PLC)

Issuance and Sale of Shares. 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 ~~or to the Agent~~Xxxxx-Xxxxxx, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), ~~provided~~up to an aggregate offering price of $5,000,000, provided however, that in no event shall the Company issue or sell through ~~the Agent~~ Xxxxx-Xxxxxx such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof, if applicable), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ Xxxxx-Xxxxxx shall have no obligation in connection with such ~~compliance~~compliance if acting in accordance with any Placement Notice that has not been suspended or terminated by the Company. The issuance and sale of Placement Shares through ~~or to the Agent~~ Xxxxx-Xxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs has filed prior to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has fileddate hereof, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~263568), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has also prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ~~the Agent~~Xxxxx-Xxxxxx, for use by ~~the Agent~~Xxxxx-Xxxxxx, copies of the base prospectus ~~included as part of such Registration Statement, as supplemented by~~ and the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by any prospectus supplement, including the Prospectus Supplement, or any Permitted Free Writing Prospectus (as defined below), as applicable, in the form in which such ~~prospectus~~ prospectus, Prospectus Supplement, and/or Permitted Free Writing Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Airgain Inc

Issuance and Sale of Shares. 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 ~~or to the Agent~~MLV, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”)) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of Placement Shares that (a) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering will be made, or (b) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a) and (b), the “Maximum Amount”). In addition, in no event shall the Company issue or sell Placement Shares through MLV in a number and in a manner that would require the Company to obtain stockholder approval under NASDAQ Listing Rule 5635 without first obtaining such stockholder approval. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~187242), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ~~the Agent~~MLV, for use by ~~the Agent~~MLV, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act~~Act Regulations, or and also including any ~~subsequent~~ other registration statement ~~on Form F-3~~ related to the Placement Shares filed pursuant to Rule ~~415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~462(b), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with ~~any~~ the then issued Issuer Free Writing ~~Prospectus~~ Prospectus(es) (as defined ~~in Rule 422 under the Securities Act~~below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, ~~the~~ any Prospectus Supplement, Prospectus or any ~~amendment or supplement thereto,~~ Issuer Free Writing Prospectus shall be deemed to refer to and include the ~~documents incorporated or deemed to be~~ documents, if any, incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement~~ Statement, any Prospectus Supplement, the Prospectus or ~~the~~ any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission~~ Exchange Act on or after the most recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, deemed to be incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Common Stock (Synta Pharmaceuticals Corp)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000~~ 50,000,000 of Common Stock, subject to the limitations set forth in Section 5(c) (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on November 13, 2020, and declared effective by the Commission on November 24, 2020, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. ~~The ADSs will be evidenced~~ For the avoidance of doubt, unless otherwise instructed by ~~American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among~~ the Company, ~~JPMorgan Chase Bank, N.A., as depositary (~~the ~~“Depositary”),~~ Agent shall effect any issuance and ~~the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the~~ sale of shares of Company Common Stock first from amounts remaining available for sale under the ~~Placement Shares~~ 2019 Sales Agreement. Notwithstanding the foregoing, should the Company prefer that an issuance of shares of Common Stock be effected pursuant to ~~or through~~ this Agreement at a time when capacity remains under the 2019 Sales Agreement, the Agent ~~deposit, on behalf~~ shall comply with Company’s instructions to do so provided that all conditions required by Section 7 of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this ~~redomicile, the Company intends to cancel its ADR program and~~ Agreement have ~~its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~been satisfied. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~250083), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Immunic, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ Cowen, acting as agent and/or principal, shares (the ~~Agent~~“Placement Shares”) of the Company’s common stock, ~~American Depositary Shares~~ par value $0.0001 per share (the “~~ADSs~~Common Stock”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)100,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement Shares~~ shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ Cowen shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement Shares~~ Common Stock through ~~or to the Agent~~ Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below~~). If~~ ) to issue the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~271766), ~~including a base prospectus~~as amended by any post-effective amendments thereto (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement” and together with the Base Prospectus, the “Sales Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. ~~The~~ Following the date that such registration statement is declared effective, the Company ~~will~~ shall furnish to ~~the Agent~~Cowen, for use by ~~the Agent~~Cowen, copies of the ~~prospectus included as part of such Registration Statement~~Sales Prospectus, as supplemented ~~by the Prospectus Supplement~~from time to time, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form ~~F-3~~ S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus~~Sales Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by ~~the Prospectus Supplement~~one or more additional prospectus supplements, in the form in which such prospectus and/or Sales Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus,” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Mersana Therapeutics, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~50.0 million of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Shares”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company with, and declared effective by by, the Securities and Exchange Commission (the “Commission”)) on December 16, 2016, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~214859), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).Registration

Appears in 1 contract

Samples: Sales Agreement (Axsome Therapeutics, Inc.)

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to the Agents, shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through or to the ~~Agent~~ Agents such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed $6,800,000 in the ~~number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that the ~~Agent shall~~ Agents will have no obligation in connection with such compliance. The issuance and sale of Placement Shares through or to the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”), although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Stock. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~229090), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to the ~~Agent~~Agents, for use by ~~the Agent~~them, copies of the prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” ~~with respect to~~ respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: ENDRA Life Sciences Inc.

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that ~~(a)~~ exceeds the number of shares or dollar amount ~~of ADSs that may be sold pursuant to~~ registered on the ~~Registration Statement~~ Prospectus Supplement (as defined below~~), or (b~~) ~~exceeds the number of authorized but unissued ADSs of the Company~~ (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has ~~filed~~filed or will file, in accordance with the provisions of the Securities Act of 1933, as ~~amended,~~ amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to~~ ). Upon request by the ~~base prospectus included as part of such registration statement. The~~ Agent, the Company will furnish to the Agent, for use by the Agent, a reasonable number of copies of the base prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form ~~F-3~~ S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as ~~it may be~~ supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, ~~together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission ~~deemed to be~~ incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Intrusion Inc

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of~~ Agent up to $~~20,000,000 (the “Placement Shares”)~~50,000,000 of shares of common stock, ~~provided~~$0.0001 par value per share, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared a~~ , and (b) an “at-the-market” prospectus ~~supplement~~ specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “~~Prospectus Supplement~~ATM Prospectus”) ~~to the base prospectus~~ included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus and ATM Prospectus included as part of such ~~Registration Statement, as supplemented by~~ registration statement at the ~~Prospectus Supplement, relating to the Placement Shares~~time it becomes effective. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~ATM Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, ~~as it may be supplemented by the Prospectus Supplement,~~ in the form in which such prospectus ~~and/or Prospectus Supplement have~~ has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ATM Prospectus, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the ATM Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the ATM Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~system or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (HOOKIPA Pharma Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent~~Agents, ~~American Depositary Shares~~ each acting as agent and/or principal, shares (the “~~ADSs~~Placement Shares”) of the Company’s common stock, no par value per share (the “Common Shares”), ~~each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”)~~ having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)200,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Common Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that~~ the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Common Shares through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below~~). If~~ ) to issue the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement ~~Shares will also include the Bermuda common shares listed on Nasdaq~~Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-~~236013~~257292), declared effective by the Commission on June 30, 2021, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” ”. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus ~~Supplement~~Supplement or by any additional prospectus supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus (~~“issuer free writing prospectus” as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act regulations (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ the Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Electrameccanica Vehicles Corp.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 10,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements on terms substantially similar to this Agreement dated as of even date hereof with each of Barclays Capital, Inc. (~~the~~ “~~ADRs”) pursuant to a deposit agreement (the “Deposit Agreement~~Barclays”), ~~among the Company~~BB&T Capital Markets, ~~JPMorgan Chase Bank~~a division of BB&T Securities, ~~N.A.~~LLC (“BB&T”), ~~as depositary~~ Credit Agricole Securities (~~the~~ USA) Inc. (“~~Depositary~~Credit Agricole”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian BMO Capital Markets Corp. (“BMO”) (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqFebruary 2016 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~February 2016 Sales Agreements shall not exceed 10,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~194037), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. 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 or the Agent up to ~~the Agent,~~ $60.0 million of American Depositary Shares (“ADSs”), each representing ~~five (5)~~ ten ordinary shares, ~~nominal~~ par value ~~£0.03 each~~ NIS 0.01 per share, of the Company (~~the~~ “Ordinary Shares”), subject to the limitations set forth in Section 5(c) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement ADSs”), and may issue Ordinary Shares underlying the Placement ADSs (the “Underlying Shares”)~~, provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that~~ . The ADSs will be evidenced by American Depositary Receipts (a“ADRs”) ~~exceeds the number or dollar amount of ADSs that may~~ to be ~~sold~~ issued pursuant to the ~~Registration Statement (~~Deposit Agreement dated December 26, 2012 among the Company, the Bank of New York Mellon, as ~~defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ depositary (the “~~Maximum Amount~~Depositary”) and each holder and beneficial owner of ADSs issued thereunder (the “Deposit Agreement”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement ~~Shares~~ ADSs that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement ~~Shares~~ ADSs through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the United States Securities and Exchange Commission (the “Commission”)) on July 23, 2018 and initially declared effective by the Commission on July 31, 2018, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqADSs. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-~~236013~~226278), including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement ADSs to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement at the time it became effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement ADSs that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent,~~ Agent American Depositary Shares of the Company (“ADSs”), ) each representing five (5) ordinary shares, nominal value £~~0.03 each~~ 0.003 per ordinary share, to be issued by the Company (the “Ordinary Shares”) ), with such ADSs having an aggregate offering price of up to $~~20,000,000~~ 50,000,000, subject to the limitations set forth in Section 5(c) (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of the Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on October 6, 2020 and initially declared effective by the Commission on or about the date hereof, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be ~~evidenced by American Depositary Receipts (the “ADRs”)~~ issued pursuant to a the deposit ~~agreement~~ agreement, dated as of April 23, 2019 (the “Deposit Agreement”), among the Company, ~~JPMorgan Chase Bank~~Citibank, N.A., as depositary (the “Depositary”), and ~~the~~ all holders ~~from time to time~~ and beneficial holders of ~~the ADRs evidencing~~ the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including (a) a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Mereo Biopharma Group PLC)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 4,875,670 (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Fund’s common shares of beneficial interest, $~~20,000,000~~ 0.01 par value per share (the “~~Placement~~ Common Shares”~~), provided, however, that in no event~~ ) as the Fund and CF&Co shall ~~the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ mutually agree from time to ~~the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)~~time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued by the Fund, and sold through CF&Co under this ~~Agreement~~ Agreement, shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into an Investment Advisory Agreement, dated as of February 3, 2010 with the Adviser (such agreement, or the most recent successor agreement between such parties relating to advisory services, the “~~ADRs”) pursuant to a deposit agreement (the “Deposit~~ Advisory Agreement”)~~, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder~~. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~168044 and 811-21982) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to CF&Co (the “Effective Time”), including ~~a base prospectus, relating to certain securities, including the Placement Shares~~ (i) all documents filed as part thereof or incorporated or deemed to be ~~issued from time to time by the Company, and which incorporates~~ incorporated by reference ~~documents that the Company has~~ therein and (ii) any information contained or incorporated by reference in a prospectus filed ~~or will file in accordance~~ with the ~~provisions of~~ Commission pursuant to Rule 497 under the Securities ~~Exchange Act~~ Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of ~~1934, as amended, and~~ such registration statement at the ~~rules and regulations thereunder (~~Effective Time is herein called the “~~Exchange Act”). The Company has prepared a prospectus supplement specifically relating to~~ Registration Statement.” Except where the ~~Placement Shares (the~~ context otherwise requires, “~~Prospectus Supplement”) to~~ Basic Prospectus” as used herein, means the base prospectus included as part of ~~such registration statement~~the Registration Statement, in the form in which it has most recently been filed with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement ,” as used herein, means, collectively, the final prospectus supplements to the Basic Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497(b) under the Securities Act, in the form furnished by the Fund to CF&Co for use by CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The ~~Company will~~ Fund shall furnish to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such ~~prospectus~~ Basic Prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Guggenheim Strategic Opportunities Fund)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares~~of shares of the Company’s common shares of beneficial interest, ~~nominal~~ par value ~~£0.03 each~~ $0.01 per share (the “~~Ordinary~~ Common Shares”) ” having an a maximum aggregate ~~offering price~~ value of up to $~~20,000,000~~ 100,000,000 (the “~~Placement~~ Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that~~ the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) which became effective upon filing with the Commission on January 4, 2017, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs~~ Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will ~~be evidenced by American Depositary Receipts~~ enter into a separate written agreement containing the terms and conditions of such sale. The Company and the Operating Partnership have entered into sales agreements, each dated December 28, 2017, with Barclays Capital Inc., BTIG, LLC, Citigroup Global Markets Inc., Robert W. Xxxxx & Xx. Xncorporated, Stifel, Xxxxxxxx & Xxxxxny, Incorporated and Wells Faxxx Xecurities, LLC and may also enter into additional sales agreements on or after the date hereof (collectively, the “~~ADRs~~Other Sales Agreements”) ~~pursuant to a deposit agreement~~ with additional sales agents (collectively, the “~~Deposit Agreement~~Alternative Agents”~~), among~~ ) for the ~~Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”),~~ issuance and ~~the holders~~ sale from time to time ~~of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares~~ to or through the ~~Agent deposit, on behalf~~ Alternative Agents of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the ~~AIM (~~terms to be set forth in the Other Sales Agreements. This Agreement and the Other Sales Agreements are collectively referred to herein as ~~defined below). If~~ the “Sales Agreements.” The aggregate dollar amount of Shares that may be sold pursuant to the Sales Agreements shall not exceed $100,000,000; provided, however, that in no event shall the Company ~~successfully cancels~~ issue or sell through the ~~Ordinary~~ Agent and the Alternative Agents such number of Shares ~~from~~ that would exceed the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaqnumber of authorized but unissued Common Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form ~~F-3~~ S-3ASR (File No. 333-~~236013~~215418), including a base prospectus, relating to ~~certain securities, including~~ the ~~Placement~~ Common Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, on each date and time that such registration statement and any post-effective amendment ~~thereto~~thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base ~~prospectus, including all documents incorporated therein by reference,~~ prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Shares. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data ~~Gathering Analysis~~ Gathering, Analysis, and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “~~XXXXX~~EDGAR”).

Appears in 1 contract

Samples: Sales Agreement (Chatham Lodging Trust)

Issuance and Sale of Shares. The Company agrees ~~that~~to issue and sell through or to Ascendiant, shares (the “Placement Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), from time to time during the term of this ~~Agreement,~~ Agreement and on the terms ~~and subject to the conditions~~ set forth herein, it may issue and sell through or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, in this Agreement; provided however, that in no event ~~shall~~ will the Company issue or sell through ~~the Agent~~ Ascendiant such ~~number~~ dollar amount of Placement Shares that ~~(a) exceeds~~ would exceed $10,000,000 in the ~~number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ aggregate (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement ~~shall~~ will be the sole responsibility of the Company and that ~~the Agent shall~~ Ascendiant will have no obligation in connection with such compliance, provided that Ascendiant follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of Placement Shares through ~~or to the Agent~~ Ascendiant will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “~~Commission~~SEC”), although nothing in this Agreement ~~shall~~ will be construed as requiring the Company to use the Registration Statement to issue ~~any Placement Shares~~Common Stock. ~~The ADSs will be evidenced by American Depositary Receipts (~~Certain capitalized terms used in this Agreement have the ~~“ADRs”) pursuant~~ meanings ascribed to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile them in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqSection 25. The Company has ~~filed~~filed with the SEC, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~260618), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of ~~such~~ the registration statement. The Company will furnish to ~~the Agent~~Ascendiant, for use by ~~the Agent~~it, copies of the prospectus included as part of ~~such Registration Statement~~the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except ~~where~~ when the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of ~~such~~ the registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which ~~such~~ the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the ~~Commission~~ SEC pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the ~~Prospectus~~ Prospectus, or any amendment or supplement ~~thereto, shall~~ thereto will be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment,” or “supplement” ~~with respect to~~ respecting the Registration Statement or the Prospectus ~~shall~~ will be deemed to refer to and include the filing after the execution hereof of any document with the ~~Commission~~ SEC deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto ~~shall~~ will be deemed to include ~~any~~ the most recent copy filed with the ~~Commission~~ SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the ~~Commission~~ SEC (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Common Stock (Ault Alliance, Inc.)

Issuance and Sale of Shares. 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 ~~or to the~~ Agent, ~~American Depositary Shares (“ADSs”)~~acting as agent and/or principal, ~~each representing five (5) ordinary shares, nominal value £0.03 each~~ up to 9,000,000 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and ~~declared effective by the Securities and Exchange Commission (the “Commission”)~~automatically effective, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue ~~any Placement~~ Shares. The ~~ADSs will be evidenced by American Depositary Receipts~~ Company has also entered into sales agreements dated as of even date hereof with each of Cantor Xxxxxxxxxx & Co. (“CF&Co”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Scotia Capital (USA) Inc. (“Scotiabank”) (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“NasdaqMarch 2013 Sales Agreements”). If The aggregate number of Common Shares that may be sold pursuant to this Agreement and the ~~foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq~~March 2013 Sales Agreements shall not exceed 9,000,000 shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~172368), including a base prospectus, relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement ~~specifically relating to the Placement Shares (the “Prospectus Supplement”)~~ to the base prospectus included as part of such registration ~~statement~~statement specifically relating to the Shares (the “Prospectus Supplement”). The Company will furnish to ~~the~~ Agent, for use by ~~the~~ Agent, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration statement, ~~and any post-~~as declared effective ~~amendment thereto~~by the Commission, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System,~~ System or ~~if applicable, the~~ its Interactive Data Electronic ~~Application system when used by the Commission~~ Applications System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Equity Distribution Agreement (Healthcare Realty Trust Inc)

Issuance and Sale of Shares. 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 ~~or to the Agent~~MLV, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), ~~provided~~up to an aggregate offering price of $20,000,000, provided however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~178748), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ~~the Agent~~MLV, for use by ~~the Agent~~MLV, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Acadia Pharmaceuticals Inc)

Issuance and Sale of Shares. 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 or CF&Co, acting as sales agent, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ $300,000,000 of shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s Class A common stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement Shares~~Class A Common Stock”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ the Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to ~~issue~~ offer and sell any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013)~~253987) with respect to an “at the market offering” of the Shares, ~~including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and~~ which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has ~~prepared a prospectus supplement specifically relating~~ furnished to ~~the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the prospectus included as part of such ~~Registration Statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares~~registration statement. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~when it was declared effective, including the information, if any, deemed pursuant to Rule 430A, 430B, or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness and all documents filed as part thereof and all documents or portions thereof incorporated by reference therein, and including any information contained in a the Prospectus (as defined below~~) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act~~), ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~collectively, is are herein called the “Registration Statement.,” ~~The base prospectus,~~ including all documents or portions thereof incorporated ~~therein~~ by ~~reference, included in the Registration Statement~~reference therein, as it may be amended or supplemented from time to time, together with any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the ~~Prospectus Supplement~~Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in ~~which such prospectus and/or Prospectus Supplement have most recently been filed by~~ the ~~Company with the Commission~~ Company’s records pursuant to Rule ~~424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act~~433(g), is collectively, are herein called the “Prospectus.” Any reference herein to the Registration ~~Statement,~~ Statement or the Prospectus ~~or any amendment or supplement thereto,~~ shall be deemed to refer to and include the documents ~~incorporated~~ or ~~deemed to be~~ portions thereof incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing with the Commission after the execution hereof of any document ~~with the Commission~~ or portion thereof deemed to be incorporated by reference therein (such documents or portions thereof incorporated or deemed to be incorporated by reference, collectively, are herein called the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration ~~Statement,~~ Statement or the Prospectus ~~or to any amendment or supplement thereto~~ shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application~~ system ~~when used by the Commission~~ (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (BGC Partners, Inc.)

Issuance and Sale of Shares. 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 to or through ~~or to~~ A.G.P./Alliance Global Partners, acting as agent and/or principal (the “Sales Agent~~, American Depositary Shares (“ADSs~~”), ~~each representing five (5) ordinary shares~~shares of the Company’s common stock, ~~nominal~~ par value ~~£0.03 each~~ $0.001 per share (the “~~Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares~~Common Stock”), ~~provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant~~ subject to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in ~~this~~ Section ~~1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance~~3(b) hereof. The issuance and sale of ~~Placement Shares~~ shares of Common Stock to or through ~~or to~~ the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”)~~, although nothing in~~ . On the date of this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the ~~Commission~~ Commission, a shelf registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including a base prospectus, relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement Shares~~ offering of Common Stock pursuant to this Agreement included as part of such registration statement (the “~~Prospectus Supplement~~ATM Prospectus”) ). As soon as practicable following the date that such registration statement is declared effective, the Company will furnish to the ~~base prospectus~~ Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such registration statement~~. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement~~, relating to the Placement ~~Shares~~Shares (as defined below). Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act~~, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by ~~reference~~reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), each of which is included in the Registration Statement, as it or they may be supplemented by ~~the Prospectus Supplement~~any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued~~ “issuer free writing prospectus” (“Issuer Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act (“Rule 433”), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to ~~its~~ either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic ~~Application system when used by the Commission~~ Applications (~~collectively,~~ collectively “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Cosmos Holdings Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the ~~Agent,~~ Agents American Depositary Shares (“ADSs”), each representing ~~five (5)~~ ten ordinary shares, ~~nominal~~ par value ~~£0.03 each~~ NIS 0.01 per share, of the Company (~~the~~ “Ordinary Shares”), subject to the limitations set forth in Section 5(c) ~~having an aggregate offering price of up to $20,000,000~~ (the “Placement ADSs”), and may issue Ordinary Shares underlying the Placement ADSs (the “Underlying Shares”)~~, provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of~~ . The ADSs ~~that may~~ will be ~~sold~~ issued pursuant to the ~~Registration Statement (~~Deposit Agreement dated December 26, 2012 among the Company, the Bank of New York Mellon, as ~~defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company~~ depositary (the “~~Maximum Amount~~Depositary”) and the owners and holders of ADSs issued thereunder (the “Deposit Agreement”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement ~~Shares~~ ADSs that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the ~~Agent~~ Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement ~~Shares~~ ADSs through ~~or to~~ the ~~Agent~~ Agents will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the United States Securities and Exchange Commission (the “Commission”)) and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqADSs. The Company has ~~filed~~prepared and will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~F-3, including a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ ADSs, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a sales agreement prospectus ~~supplement specifically~~ relating to the ~~Placement Shares (the “~~Base Prospectus ~~Supplement”) to the base prospectus~~ which will be included as part of such registration ~~statement~~statement at the time it becomes effective, which sales agreement prospectus specifically relates to the Placement ADSs to be issued from time to time pursuant to this Agreement (the “Sales Agreement Prospectus”). The Company will furnish to the ~~Agent~~Agents, for use by the ~~Agent~~Agents, copies of the ~~prospectus~~ Base Prospectus and the Sales Agreement Prospectus included as part of such ~~Registration Statement, as supplemented by~~ registration statement at the ~~Prospectus Supplement, relating to the Placement Shares~~time it becomes effective. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus and the Sales Agreement Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, ~~as it may be supplemented by the Prospectus Supplement,~~ in the form in which such ~~prospectus~~ Base Prospectus and/or Sales Agreement Prospectus ~~Supplement~~ have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement ADSs that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Sales Agreement Prospectus, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Base Prospectus, the Sales Agreement Prospectus, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Base Prospectus, Sales Agreement Prospectus, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

Issuance and Sale of Shares. The ~~Company~~ Fund 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 ~~or to~~ Joxxx, acting as agent and/or principal, the ~~Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary~~ Fund’s common shares, ~~nominal~~ par value ~~£0.03 each~~ $0.001 per share (the “~~Ordinary~~ Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs of the Company (the “Maximum Amount”)50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Fund, and ~~that the Agent shall~~ Joxxx xhall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent will~~ Joxxx xill be effected pursuant to the Registration Statement (as defined below) filed by the ~~Company~~ Fund and declared effective by the Securities and Exchange Commission (the “Commission”)~~, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares~~. The ~~ADSs will be evidenced by American Depositary Receipts~~ Fund has entered into a Management Agreement with the Manager dated as of February 11, 2010, and renewed on November 13, 2019, a Custodian Services Agreement with The Bank of New York Mellon, dated as of January 1, 2018, as amended, and a Transfer Agency and Services Agreement between the Fund, Computershare Inc. and Computershare Trust Company, N.A, dated as of March 14, 2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement,” respectively. Collectively, the Management Agreement, the Custodian Agreement and the Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated February 11, 2010 (the “~~ADRs~~Subadvisory Agreement”) and the Subadviser has entered into a Subadvisory Agreement (the “Non-U.S. Subadvisory Agreement”, together with the Subadvisory Agreement, the “Subadvisory Agreements”) with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “Non-U.S. Subadviser”, together with the Subadvisor, the “Subadvisers”), dated February 11, 2010. In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to ~~a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the~~ which holders ~~from time to time~~ of shares of the ~~ADRs evidencing~~ Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the ~~ADSs issued thereunder~~Fund unless they elect to receive such dividends in cash. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form ~~F-3~~ N-2 (File NoNos. 333-~~236013~~236154 and 811-22369) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder prospectus (~~the~~ “~~Exchange Act~~Basic Prospectus”), with respect to the Shares. The ~~Company has prepared a prospectus supplement specifically~~ Fund shall prepare one or more supplements relating to the ~~Placement~~ Shares (collectively, the “Prospectus Supplement”) to the ~~base prospectus included as part of such registration statement~~Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The ~~Company will~~ Fund shall furnish to ~~the Agent~~Joxxx, for use by ~~the Agent~~Joxxx, copies of the ~~prospectus included as part of such Registration Statement~~Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, ~~such registration statement~~the Original Registration Statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or and incorporated by reference therein, and including any information contained in a Prospectus ~~(as defined below)~~ Supplement subsequently filed with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The ~~base prospectus, including all documents incorporated therein by reference, included in the Registration Statement~~Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the ~~Company~~ Fund with the Commission pursuant to Rule ~~424(b)~~ 497 under the Securities Act~~, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the ~~Prospectus~~ Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “~~XXXXX~~EDXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, should be deemed to include any and all amendments thereto filed with the Commission.

Appears in 1 contract

Samples: Western Asset Mortgage (Western Asset Mortgage Opportunity Fund Inc.)

Issuance and Sale of Shares. 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 or to the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000 (the “Placement Shares”), provided, however, that in no event shall the Company issue or sell through the Agent ~~such number~~ shares of ~~Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below)~~common stock, ~~or (b) exceeds the number of authorized but unissued ADSs~~ $0.0001 par value per share, of the Company (the “~~Maximum Amount~~Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the ~~Company~~ Company, and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company ~~and declared effective by~~ with the Securities and Exchange Commission (the “Commission”)) on or around October 23, 2020, and to be declared effective by the Commission, although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda has prepared and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filedfile, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3 (File No. 333-236013)~~S-3, including (a) a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement Shares~~ Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)~~. The Company has prepared~~ , and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the ~~base prospectus~~ Base Prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the ~~prospectus~~ Base Prospectus included as part of such ~~Registration Statement~~registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement~~, relating to the Placement Shares~~. Except where the context otherwise requires, such registration ~~statement, and any post-effective amendment thereto~~statement when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B ~~of the Securities Act,~~ or ~~any subsequent registration statement on Form F-3 filed pursuant to~~ Rule ~~415(a)(6~~462(b) under the Securities ~~Act by the Company to cover any Placement Shares~~Act, is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer Free Writing Prospectus~~ “issuer free writing prospectus” (as used herein, as defined in Rule ~~422~~ 433 under the Securities ~~Act~~Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any ~~amendment or supplement thereto,~~ issuer free writing prospectus shall be deemed to refer to and include the ~~documents incorporated~~ documents, if any, that are or are deemed to be incorporated by reference ~~therein~~therein (the “Incorporated Documents”), ~~and any~~ including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration ~~Statement or~~ Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing ~~after the execution hereof~~ of any document ~~with~~ under the ~~Commission deemed to be~~ Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by ~~reference therein (the “Incorporated Documents”)~~reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System~~System or, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Satsuma Pharmaceuticals, Inc.)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common shares, par value $0.001 per share (the “Common Stock”)~~, provided,~~ ; provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that ~~(a)~~ exceeds the number of shares or dollar amount of ~~ADSs that may be sold pursuant to~~ Common Stock (a) registered on the effective Registration Statement (as defined below~~), or~~ ) pursuant to which the offering is being made; (b) ~~exceeds~~ authorized from time to time to be issued by the ~~number~~ board of ~~authorized but unissued ADSs~~ directors of the Company (the “Board”), a duly authorized committee thereof or a duly authorized executive committee; or (c) registered on the Prospectus Supplement (as defined below) (the least of (a), (b) or (c) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to~~ the Agent will be effected pursuant to the Registration Statement (as defined below~~) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”~~), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended,~~ amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~199446), including a base prospectus, relating to certain ~~securities,~~ securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended,~~ amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by ~~reference~~reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission ~~deemed to be~~ incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Netlist Inc

Issuance and Sale of Shares. 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 ~~or to the Agent~~BP, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ~~provided~~up to an aggregate offering price of $25,000,000, provided however, that in no event shall the Company issue or sell through ~~the Agent~~ BP such number of Placement Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3 (including Instruction I.B.6. thereof), (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below), ) pursuant to which the offering is being made or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ BP shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ BP will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~181157), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended, and the rules and regulations thereunder~~ amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ~~the Agent~~BP, for use by ~~the Agent~~BP, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act)~~Act Regulations, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Vical Incorporated (Vical Inc)

Issuance and Sale of Shares. 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 or CF&Co, acting as agent and/or principal, up to ~~the Agent, American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each~~ 5,243,900 shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s common shares of beneficial interest, par value $~~20,000,000~~ 0.001 per share (the “~~Placement~~ Common Shares”), provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar amount of ADSs that may be sold pursuant to the Registration Statement (as defined below), or (b) exceeds the number of authorized but unissued ADSs exclusive of the ~~Company (~~2,756,100 Common Shares previously sold under the ~~“Maximum Amount”)~~Sales Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the ~~limitations~~ limitation set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the ~~Company~~ Company, and ~~that the Agent~~ CF&Co shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to ~~use~~ issue the ~~Registration Statement to issue any Placement~~ Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~142147), ~~including~~ as amended by Post-Effective Amendment No. 1 filed on August 19, 2008, as amended by Post-Effective Amendment No. 1 filed on August 22, 2008, which contains a base ~~prospectus~~prospectus (the “Base Prospectus”), relating to certain securities, including the ~~Placement~~ Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the ~~Placement~~ Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company ~~will furnish~~ has furnished to ~~the Agent~~CF&Co, for use by ~~the Agent~~CF&Co, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares,~~ is herein called the “Registration Statement.” The ~~base prospectus~~Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any ~~then issued Issuer~~ “issuer free writing prospectus” (a “Free Writing ~~Prospectus (~~Prospectus”), as defined in Rule ~~422 under~~ 433 of the Securities ~~Act~~Act Regulations (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents incorporated by reference or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval ~~System, or if applicable, the Interactive Data Electronic Application system when used by the Commission~~ System (~~collectively,~~ “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (First Potomac Realty Trust)

Issuance and Sale of Shares. 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 ~~or to~~ the Agent, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”)) of Class A Common Stock of the Company, ~~provided, however, that~~ $0.01 par value per share (the “Common Stock”) in ~~no event shall~~ an aggregate amount not to exceed the ~~Company issue or sell through~~ lesser of (A) the ~~Agent such number of Placement Shares that (a) exceeds the number or dollar~~ amount ~~of ADSs that may be sold pursuant to~~ available for offer and sale under the Registration Statement (as defined below), (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and (bC) ~~exceeds~~ the ~~number of authorized but unissued ADSs of~~ amount that would cause the Company to exceed the limitations set forth in General Instruction I.B.6 of Form S-3 ((A), (B) and (C), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the~~ Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the~~ Agent will be effected pursuant to the Registration Statement ~~(as defined below)~~ filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to ~~use the Registration Statement to~~ issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on Nasdaq. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), with the Commission a registration statement on Form ~~F-3~~ S-3 (File No. 333-~~236013~~226165), including a base ~~prospectus~~prospectuses, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”~~) to the base prospectus included as part of such registration statement~~). The Company will furnish to the Agent, for use by the Agent, copies of the based prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. The Company may file, if necessary, one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The ~~base prospectus~~prospectus relating to the Placement Shares, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act~~Act Regulations, together with any then issued Issuer Free Writing Prospectus (as defined ~~in Rule 422 under the Securities Act~~below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Standard Diversified Inc.

Issuance and Sale of Shares. 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 ~~or to the Agent~~MLV, ~~American Depositary Shares (“ADSs”), each representing five (5) ordinary shares, nominal value £0.03 each (the “Ordinary Shares”) having an aggregate offering price of up to $20,000,000~~ shares (the “Placement Shares”)) of the Company’s common stock, ~~provided,~~ par value $0.001 per share (the “Common Stock”) provided however, that in no event shall the Company issue or sell through ~~the Agent~~ MLV such number of ~~Placement~~ Shares that (a) would cause the Company to not satisfy the eligibility requirements for use of Form S-3, (b) exceeds the number ~~or dollar amount~~ of ~~ADSs that may be sold pursuant to~~ shares of Common Stock registered on the effective Registration Statement (as defined below)) pursuant to which the offering is being made, or (bc) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Common Stock (the lesser of (a), (b), and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through ~~or to the Agent~~ MLV will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqCommon Stock. The Company has ~~filed~~filed with the Commission, in accordance with the provisions of the Securities Act of 1933, as ~~amended~~amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities ~~Act~~Act Regulations”), ~~with the Commission~~ a registration statement on Form ~~F-3~~ S-3 (File NoNos. 333-~~236013~~155718 and 333-171029), including a base prospectus, relating to certain securities, including the Placement ~~Shares~~ Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as ~~amended~~amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange ~~Act~~Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to ~~the Agent~~MLV, for use by ~~the Agent~~MLV, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement~~, and any post-effective amendment thereto~~, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ~~Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities~~ Act ~~by the Company to cover any Placement Shares~~Regulations, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act Regulations is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include ~~any~~ the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “~~XXXXX~~EXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Fx Energy Inc)

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this ~~Agreement~~Agreement or the Alternative Sales Agreement (as defined below), on the terms and subject to the conditions set forth ~~herein~~herein or therein, it may issue and sell through Xxxxxxxxxx or ~~to the Agent, American Depositary Shares~~ an Alternative Sales Agent (~~“ADSs”~~as defined below), ~~each representing five (5) ordinary shares~~acting as agent, ~~nominal value £0.03 each~~ shares (the “~~Ordinary~~ Shares”) ~~having an aggregate offering price~~ of ~~up to~~ the Company’s 8.0% Series D Cumulative Preferred Stock, par value $~~20,000,000~~ 0.01 per share (the “~~Placement Shares~~Preferred Stock”)~~, provided,~~ ; provided however, that in no event shall the Company issue or sell through Xxxxxxxxxx and the Alternative Sales Agent such number of ~~Placement~~ Shares that in the aggregate (a) exceeds the ~~number or dollar amount~~ value of ~~ADSs that may be sold~~ Preferred Stock registered on the effective registration statement pursuant to which the ~~Registration Statement (as defined below)~~offering is being made, or (b) exceeds the number of authorized but unissued ~~ADSs~~ shares of the ~~Company~~ Company’s Preferred Stock (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the ~~amount~~ number of ~~Placement~~ Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that ~~the Agent~~ Xxxxxxxxxx shall have no obligation in connection with such compliance. The issuance and sale of ~~Placement~~ Shares through ~~or to the Agent~~ Xxxxxxxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) pursuant to a deposit agreement (the “Deposit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following the sale of the Placement Shares to or through the Agent deposit, on behalf of the Agent, the Ordinary Shares represented by such ADSs with JPMorgan Chase Bank, N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Agent for the account of the Agent for subsequent delivery to the investors, as the case may be. The Company currently intends to redomicile in Bermuda and will not seek to re-admit the Ordinary Shares on the AIM (as defined below). If the Company successfully cancels the Ordinary Shares from the AIM in connection with this redomicile, the Company intends to cancel its ADR program and have its Bermuda common shares listed on Nasdaq Stock Market LLC (“Nasdaq”). If the foregoing occurs, the term Placement Shares will also include the Bermuda common shares listed on NasdaqPreferred Stock. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form ~~F-3~~ S-3 (SEC File No. 333-~~236013~~174879), including a base prospectus, ~~relating~~ with respect to ~~certain securities~~equity and other offerings, including the ~~Placement Shares to be issued from time to time by the Company~~Shares, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company ~~has prepared~~ will prepare a prospectus supplement ~~specifically relating to the Placement Shares~~ (the “Prospectus Supplement”) to the base prospectus to be included as part of such registration ~~statement~~statement with respect to this offering of Shares by Xxxxxxxxxx and the Alternative Sales Agent pursuant to the Agreement and the Alternative Sales Agreement. The Company will furnish to ~~the Agent~~Xxxxxxxxxx, for use by ~~the Agent~~Xxxxxxxxxx, copies of the prospectus included as part of such ~~Registration Statement~~registration statement, as supplemented by ~~the~~ any Prospectus Supplement, relating to the ~~Placement~~ Shares. Except where the context otherwise requires, such registration statement, ~~and any post-effective amendment thereto~~as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act ~~or deemed to be a part of such~~ and also including any other registration statement filed pursuant to Rule ~~430B of~~ 462(b) under the Securities Act, ~~or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares~~collectively, is are herein called the “Registration Statement.,” ~~The~~ and the base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement ~~have most recently been~~ is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities ~~Act, together with any then issued Issuer Free Writing Prospectus (as defined in Rule 422 under the Securities Act),~~ Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement ~~thereto,~~ thereto shall be deemed to refer to and include the documents ~~incorporated or deemed to be~~ incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference ~~therein (the “Incorporated Documents”)~~therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). The Company has also entered into a separate At the Market Sales Agreement (the “Alternative Sales Agreement”), dated of even date herewith, with MLV & Co. LLC, formerly XxXxxxxx, Xxxxx & Vlak LLC (the “Alternative Sales Agent”) for sales of Shares pursuant to terms substantially similar to those set forth herein.

Appears in 1 contract

Samples: Magnum Hunter Resources Corp

Common use of Issuance and Sale of Shares Clause in Contracts