Common use of Placements Clause in Contracts

Placements. a. Each time that the Company wishes Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties hereto) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 5 contracts

Samples: At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.), At Market Issuance Sales Agreement (Physicians Realty L.P.)

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Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 4 contracts

Samples: At Market Issuance Sales Agreement (Wireless Telecom Group Inc), At Market Issuance Sales Agreement (Agenus Inc), At Market Issuance Sales Agreement (Audioeye Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 4 contracts

Samples: At Market Issuance Sales Agreement (Fusion Fuel Green PLC), At Market Issuance Sales Agreement (LifeMD, Inc.), At Market Issuance Sales Agreement (Nanoviricides, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 4 contracts

Samples: At Market Issuance Sales Agreement (CorMedix Inc.), At Market Issuance Sales Agreement (CorMedix Inc.), At Market Issuance Sales Agreement (Actinium Pharmaceuticals, Inc.)

Placements. a. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares to be sold Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesUnits, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Units that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1“A”. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 “C” (with a copy to each of the other individuals from the Company Manager listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3“C”, as such Schedule 3 “C” may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule “C”, (ii) the entire amount of the Placement Shares Units thereunder has have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice Notice, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2“B”. It is expressly acknowledged and agreed that neither the CompanyManager, on behalf of the Agent Trust, nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 4 contracts

Samples: Sales Agreement (Sprott Physical Gold Trust), Sales Agreement (Sprott Physical Silver Trust), Sales Agreement (Sprott Physical Platinum & Palladium Trust)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or such other method mutually agreed to in writing by the parties hereto) ), a form of whether which notice is attached hereto as Schedule 1 (a “Placement Notice”), of the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms for such Placement, which shall at a minimum include the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1made. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 22 (the “Compensation”). It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Share unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, It is anticipated that the Company shall be required to only execute one Master Confirmation with will select and notify the Forward Purchaser. Prior to Designated Agent in the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forwardapproximate order set forth on Schedule 4.

Appears in 4 contracts

Samples: At Market Issuance Sales Agreement (Horizon Technology Finance Corp), At Market Issuance Sales Agreement (Horizon Technology Finance Corp), At Market Issuance Sales Agreement (Horizon Technology Finance Corp)

Placements. a. Each Following effectiveness of the Registration Statement, each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other written method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent promptly declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (S&W Seed Co), At Market Issuance Sales Agreement (Neonode Inc.), At Market Issuance Sales Agreement (S&W Seed Co)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent MLV unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Rexahn Pharmaceuticals, Inc.), At Market Issuance Sales Agreement (Rock Creek Pharmaceuticals, Inc.), At Market Issuance Sales Agreement (Sorrento Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Centrus Energy Corp), At Market Issuance Sales Agreement (Sonim Technologies Inc), At Market Issuance Sales Agreement (Centrus Energy Corp)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Tg Therapeutics, Inc.), At Market Issuance Sales Agreement (Tg Therapeutics, Inc.), At Market Issuance Sales Agreement (Tg Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold through the Sales Agent, as agent, hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement relates Shares to Primary Shares or Forward Hedge Sharesbe sold, which shall at a minimum include the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined in Section 3) and any minimum price below which sales may not be made and any other relevant specification (made, a “Placement Notice”), the form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Sales Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice or Notice, (iv) this the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1311. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be calculated in accordance with the terms as set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: Sales Agreement (Foresight Autonomous Holdings Ltd.), Sales Agreement (Foresight Autonomous Holdings Ltd.), Sales Agreement (Foresight Autonomous Holdings Ltd.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold Securities hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar aggregate principal amount of Placement SharesSecurities, the time period during which sales are requested to be made, any limitation on the number or dollar aggregate principal amount of Placement Shares Securities that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Atlanticus Holdings Corp), At Market Issuance Sales Agreement (Atlanticus Holdings Corp), At Market Issuance Sales Agreement (B. Riley Financial, Inc.)

Placements. a. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares to be sold Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesUnits, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Units that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Company Manager listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Units thereunder has have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the CompanyManager, on behalf of the Agent Trust, nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: Sales Agreement (Sprott Physical Gold Trust), Sales Agreement (Sprott Physical Platinum & Palladium Trust), Sales Agreement (Sprott Physical Silver Trust)

Placements. a. Each time that the Company wishes Placement to issue and sell Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Shares (the “Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is shall be substantially similar to the form attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange or any occurrence or event that causes a material adverse change in the operation or prospects of the Company, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc), At Market Issuance Sales Agreement (Novavax Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties hereto) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in on any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Lead Agent (with respect to the individuals from the Lead Agent). The Placement Notice shall be effective immediately upon receipt by the Lead Agent unless and until (i) in accordance with the notice requirement provided for in Section 4, the Lead Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Lead Agent and the Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 3 contracts

Samples: Sales Agreement (Seabridge Gold Inc), Sales Agreement (Seabridge Gold Inc), Sales Agreement (Seabridge Gold Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime by a party by delivering email notice to the other parties of the addition or deletion of individuals of such party. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: Sales Agreement (Sunworks, Inc.), At Market Issuance Sales Agreement (Sunworks, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) 3, and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept accept, by email notice (or other method mutually agreed to in writing by the parties) (a “Rejection Notice”), the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the time period during which sales are requested to be made in the Placement Notice expires, (iv) the Company suspends or terminates the Placement Notice or (ivv) this the Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: Capital on Demand Sales Agreement (RAIT Financial Trust), Capital on Demand Sales Agreement (RAIT Financial Trust)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice Notice, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: At Market Issuance Sales Agreement (Forte Biosciences, Inc.), At Market Issuance Sales Agreement (Forte Biosciences, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: At Market Issuance Sales Agreement (NeuroMetrix, Inc.), At Market Issuance Sales Agreement (NeuroMetrix, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the authorized individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which shall be promptly communicated by the Designated Agent to the Company within two (2) Trading Days (defined in Section 3) from the date the Designated Agent receives the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends sales under or terminates the Placement Notice for any reason, in its sole discretion, (iv) the Company issues a subsequent Placement Notice and explicitly indicates that the parameters of the subsequent Placement Notice supersede those parameters contained in the earlier dated Placement Notice or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Company nor any Designated Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: Sales Agreement (Cipher Mining Inc.), Sales Agreement (Cipher Mining Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: At Market Issuance Sales Agreement (Ra Medical Systems, Inc.), At Market Issuance Sales Agreement (Artelo Biosciences, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent to whom the Placement Notice is delivered, as set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13‎12. The amount of any discount, commission or other compensation to be paid by the Company to the any Agent in connection with the such Agent’s sale of the Placement Shares Shares, as the Agent, shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: Sales Agreement (Innovative Solutions & Support Inc), Sales Agreement (Momentus Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms of such Placement, which shall include at a minimum the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined in Section 3(a) hereof) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: At Market Issuance Sales Agreement (Coronado Biosciences Inc), At Market Issuance Sales Agreement (Coronado Biosciences Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply ) or other method mutually agreed to in writing by the parties hereto) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in on any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from the Agent). The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) in accordance with the notice requirement provided for in Section 4, the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares thereunder has Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 2 contracts

Samples: Sales Agreement (Energy Fuels Inc), Sales Agreement (Energy Fuels Inc)

Placements. a. Each Following effectiveness of the Registration Statement, each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent, chosen at the Agent Company’s sole discretion for purposes of such issuance and sale (the “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by delivery to the Designated Agent unless and until the earliest of the following occurs: (i) the Designated Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion, ; (ii) the entire amount of the Placement Shares thereunder has been sold, ; (iii) the Company suspends or terminates the Placement Notice or Notice, which suspension and termination rights may be exercised by the Company in its sole discretion at any time; and (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation Compensation (as defined below) to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares through the Designated Agent acting as sales agent or principal pursuant to this Agreement shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice, or such Placement Notice is otherwise no longer effective, in each case, pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forwardprevail.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Iris Energy LTD)

Placements. a. Each Upon the effectiveness of the Registration Statement, each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a "Placement"), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Notwithstanding anything contrary contained herein, no Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with made until the Forward Purchaser. Prior to Registration Statement is declared effective by the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such ForwardCommission.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Cadiz Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (such Agent, the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Marker Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice in its sole discretion, (iv) the Company issues a subsequent Placement Notice with parameters superseding those of the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Savara Inc)

Placements. a. Each time that In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows: (a) On any Trading Day during the Commitment Period on which (i) the conditions set forth in Section 9 have been satisfied and (ii) with respect to any Forward, during a Forward Hedge Selling Period, the Company wishes Placement Shares may issue (in the case of an Issuance) and sell or cause to be sold the Shares hereunder (each, a “Placement”), it will notify by the delivery of a notice to an Agent (in the case of an Issuance), or to a Forward Seller and the applicable Forward Purchaser (in the case of a Forward), in each case, by an email notice (or other method mutually agreed to in writing by the parties heretoparties) of containing the parameters in accordance with which it desires the Shares to be sold, which shall specify whether the Placement it relates to Primary an “Issuance” or a “Forward” and include the maximum number of Shares or Forward Hedge Shares, to be sold (the number or dollar amount of Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, any minimum price below which sales may not be made and any other relevant specification or a formula pursuant to which such minimum price shall be determined, the applicable commission and, as applicable, certain specified terms of the Forward (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 Exhibit B (with a copy to each of the other individuals from the Company listed set forth on such schedule) Exhibit B), and shall be addressed to each of the individuals from the applicable Agent or the applicable Forward Seller and Forward Purchaser set forth on Schedule 3, Exhibit B (as such Schedule 3 Exhibit B may be amended from time to time). In the case of a Forward, along with the Placement Notice, the Company shall deliver a duly executed Confirmation, with terms corresponding to such Placement. (b) If an Agent or a Forward Seller and a Forward Purchaser, as applicable, wish to accept such proposed terms included in the Placement Notice and, in the case of a Forward, the Confirmation (which they may decline to do for any reason in their sole discretion) or, following discussion with the Company, wish to accept amended terms, such Agent or such Forward Seller and Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice was delivered to such Agent or such Forward Seller and Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B, setting forth the terms that such Agent or such Forward Seller and Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or an Agent or a Forward Seller and Forward Purchaser, as applicable, until the Company delivers to such Agent or such Forward Seller and Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (an “Acceptance”), which email shall be addressed to all of the individuals from the Company and such Agent or such Forward Seller and Forward Purchaser, as applicable, set forth on Exhibit B, along with, in the case of a Forward, a duly executed amended Confirmation, with terms corresponding to such Placement (as amended). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective immediately upon receipt by the Company of an Agent’s or a Forward Seller’s and Forward Purchaser’s, as applicable, acceptance of the terms of the Placement Notice or upon receipt by an Agent or a Forward Seller and Forward Purchaser, as applicable, of the Company’s Acceptance, as the case may be, unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (ii) in accordance with the notice requirements set forth in the second sentence of the prior paragraph, the Company terminates the Placement Notice, (iii) the Company suspends or terminates the issues a subsequent Placement Notice or with parameters superseding those on the earlier dated Placement Notice, (iv) this Agreement has been terminated under the provisions of pursuant to Section 13. The amount of 13 or (v) any discount, commission or other compensation to be paid by the Company to the Agent in connection with party shall have suspended the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2Section 4. It With respect to an Issuance, it is expressly acknowledged and agreed that neither the Company, the Company nor any Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the an Agent and either (i) such Agent accepts the Agent does not decline terms of such Placement Notice or (ii) where the terms of such Placement Notice are amended by such Agent, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified therein in the Placement Notice (as amended by the corresponding Acceptance, if applicable) and herein. With respect to a Forward, it is expressly acknowledged and agreed that the Company, the applicable Forward Seller and Forward Purchaser will have no obligation whatsoever with respect to a Placement or any Placement Shares unless and until (i) the Company delivers a Placement Notice to such Forward Seller and Forward Purchaser and either (x) such Forward Seller and Forward Purchaser accept the terms of such Placement Notice or (y) where the terms of such Placement Notice are amended by such Forward Seller or Forward Purchaser, the Company accepts such amended terms by means of an Acceptance pursuant to the terms set forth above, and then only upon the terms specified in the Placement Notice (as amended by the corresponding Acceptance, if applicable), this Agreement and the applicable Confirmation, and (ii) the Forward Purchaser executes and delivers to the Company the applicable Confirmation. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement NoticeNotice (as amended by the corresponding Acceptance, if applicable), the terms of the Placement Notice (as amended by the corresponding Acceptance, if applicable) will control. b. Prior to the opening of trading . (i) No Placement Notice may be delivered hereunder other than on the immediately following a Trading Day during the Commitment Period, (ii) no Placement Notice may be delivered hereunder if the Selling Period specified therein would overlap in whole or in part with any Selling Period specified in any other Placement Notice (as defined belowamended by the corresponding Acceptance, if applicable) of delivered hereunder unless the Agent’s acceptance of a Shares to be sold under all such previously delivered Placement Notices have all been sold, (iii) no Placement Notice related to Forward Hedge Shares, the Company shall have executed and may be delivered the Master hereunder if any Selling Period specified therein would overlap in whole or in part with any Unwind Period under any Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable such Confirmation) entered into between the Company and any Forward Purchaser and (iv) no Placement Notice specifying that it relates to a “Forward” may be delivered if such Placement Notice, together with all prior Placement Notices (as amended by the corresponding Acceptance, if applicable) delivered by the Company relating to such a “Forward” hereunder, would result in the aggregate Capped Number under all Confirmations entered into or to be entered into between the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchasers exceeding 19.99% of the number of shares of Common Stock outstanding as of the date of this Agreement. (d) Notwithstanding any other provision of this Agreement, any notice required to be delivered by the Company or by an Agent (in the case of an Issuance) or a Forward Seller and Forward Purchaser (in form the case of a Forward) pursuant to this Section 2 may be delivered by telephone (confirmed promptly by facsimile, email or other method mutually agreed to in writing by the parties, addressed to all of the individuals from the Company and substance satisfactory to such Agent (in the case of an Issuance) or such Forward Seller and Forward Purchaser relating (in the case of a Forward) set forth on Exhibit B (as such Exhibit B may be amended from time to time), which confirmation will be promptly acknowledged by the receiving party) or other method mutually agreed to in writing by the parties. For the avoidance of doubt, notices delivered by telephone shall originate from any of the individuals from the Company or an Agent (in the case of an Issuance) or a Forward Seller and a Forward Purchaser (in the case of a Forward) set forth on Exhibit B (as such ForwardExhibit B may be amended from time to time).

Appears in 1 contract

Samples: Equity Distribution Agreement (Duke Energy CORP)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), in form and substance reasonably satisfactory to the form of which is attached hereto as Schedule 1Agent. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) business days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 21. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Mannkind Corp)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, and the Agent provides notice thereof within two (2) Business Days (as defined below) of receipt of such Placement Notice; (ii) the entire amount of the Placement Shares thereunder has have been sold, ; (iii) the Company suspends or terminates the Placement Notice (including through the issuance of a Placement Notice that, by its terms, supersedes any prior Placement Notice) or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, discount or commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Pacific Biosciences of California Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent FBR unless and until (i) the Agent FBR declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice in writing or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 22 attached hereto. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser FBR will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent FBR and the Agent FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Galectin Therapeutics Inc)

Placements. a. Each time that the Company wishes to issue, offer and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Distribution Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Distribution Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Distribution Agent unless and until (i) the Distribution Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Distribution Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Distribution Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Distribution Agent and the Distribution Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (City Holding Co)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Part I of Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) Part II of Schedule 3), and shall be addressed to each of the individuals from the Agent set forth on Part II of Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms as set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening Notwithstanding any other provision of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Sharesthis Agreement, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, Agent agree that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior not deliver any Placement Notice to the third (3rd) Trading Day following Agent, and the applicable Hedge Completion Date (Agent shall not be obligated to place any Placement Shares, during any period in which the Company’s ixxxxxx xxxxxxx policy, as defined in each applicable Confirmation) relating it exists on the date of this Agreement or that is provided to the Agent from time to time, would prohibit the purchase or sale of Common Stock by persons subject to such Forwardpolicy, or during any other period in which the Company shall have executed and delivered a Supplemental Confirmation is, or could be deemed to the Forward Purchaser be, in form and substance satisfactory to such Forward Purchaser relating to such Forwardpossession of material non-public information.

Appears in 1 contract

Samples: Open Market Sale Agreement (Abeona Therapeutics Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Trading Days (defined below) of receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Alx Oncology Holdings Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoin writing) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days (defined below) of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice Notice, in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At the Market Sales Agreement (ClearSign Technologies Corp)

Placements. a. Each time that the Company wishes to sell Placement Shares to be sold ADSs through the Agents hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesADSs representing Ordinary Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares ADSs that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares ADSs thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares ADSs shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares ADSs unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Gracell Biotechnologies Inc.)

Placements. a. (a) Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent FBR by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent FBR set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The It is expressly acknowledged and agreed that neither the Company nor FBR will have any obligation whatsoever with respect to a Placement of any Placement Shares unless and until the Company delivers a Placement Notice to FBR and FBR does not decline such Placement Notice pursuant to the terms set forth below, and then only upon the terms specified therein and herein. Subject to the foregoing sentence, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent FBR declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice (or other method mutually agreed to in writing by the parties) to the individuals from the Company set forth on Schedule 2, (ii) the entire amount of the Placement Shares thereunder has set forth therein have been sold, (iii) the Company or FBR suspends or terminates the Placement Notice or Notice, (iv) this the Company issues a subsequent Placement Notice with parameters superseding those on the earlier Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein3. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to . (b) During the opening term of trading on the immediately following Trading Day this Agreement, neither FBR nor any of its affiliates or subsidiaries shall engage in (as defined belowA) any short sale of any security of the Agent’s acceptance Company or (B) any sale of any security of the Company that FBR does not own or any sale that is consummated by the delivery of a Placement Notice related to Forward Hedge Shares, security of the Company shall have executed and delivered borrowed by, or for the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forwardaccount of XXX.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Just Energy Group Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by of the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Biovie Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended updated with notice pursuant to Section 13 hereof from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 21. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (HTG Molecular Diagnostics, Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent Sales Agents by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent Sales Agents set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent Sales Agents unless and until (i) the Agent declines Sales Agents decline to accept the terms contained therein for any reason, in its their sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Sales Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Sales Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Sales Agents and the Agent does Sales Agents do not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Biomerica Inc)

Placements. a. Each Upon effectiveness of the Registration Statement, each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to the Company, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Quantum Corp /De/)

Placements. a. Each time that In reliance upon the representations, warranties and agreements herein contained, and subject to the terms and conditions set forth herein, the parties agree as follows: (a) On any Trading Day during the Commitment Period on which (i) the conditions set forth in Section 9 have been satisfied and (ii) with respect to any Forward, during a Forward Hedge Selling Period, the Company wishes Placement Shares may issue (in the case of an Issuance) and sell or cause to be sold the Shares hereunder (each, a “Placement”), it will notify by the delivery of a notice to an Agent (in the case of an Issuance), or to a Forward Seller and the applicable Forward Purchaser (in the case of a Forward), in each case, by an email notice (or other method mutually agreed to in writing by the parties heretoparties) of containing the parameters in accordance with which it desires the Shares to be sold, which shall specify whether the Placement it relates to Primary an “Issuance” or a “Forward” and include the maximum number of Shares or Forward Hedge Shares, to be sold (the number or dollar amount of Placement Shares”), the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, any minimum price below which sales may not be made and any other relevant specification or a formula pursuant to which such minimum price shall be determined and, as applicable, certain specified terms of the Forward (a “Placement Notice”), the a form of which containing such minimum sales parameters necessary with respect to Issuances and Forwards is attached hereto as Schedule 1. Exhibit A. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 Exhibit B (with a copy to each of the other individuals from the Company listed set forth on such schedule) Exhibit B), and shall be addressed to each of the individuals from the applicable Agent or the applicable Forward Seller and Forward Purchaser set forth on Schedule 3, Exhibit B (as such Schedule 3 Exhibit B may be amended from time to time). The In the case of a Forward, along with the Placement Notice Notice, the Company shall be effective immediately upon receipt by the deliver a duly executed Confirmation, with terms corresponding to such Placement. (b) If an Agent unless or a Forward Seller and until (i) the Agent declines a Forward Purchaser, as applicable, wish to accept the such proposed terms contained therein for any reason, included in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or and, in the case of a Forward, the Confirmation (ivwhich they may decline to do for any reason in their sole discretion) this Agreement has been terminated under the provisions of Section 13. The amount of any discountor, commission or other compensation to be paid by the Company to the Agent in connection following discussion with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, wish to accept amended terms, such Agent or such Forward Seller and Forward Purchaser, as applicable, will, prior to 4:30 p.m. (New York City Time) on the business day following the business day on which such Placement Notice was delivered to such Agent nor or such Forward Seller and Forward Purchaser, as applicable, issue to the Company a notice by email (or other method mutually agreed to in writing by the parties) addressed to all of the individuals from the Company and such Agent or such Forward Purchaser Seller and Forward Purchaser, as applicable, set forth on Exhibit B, setting forth the terms that such Agent or such Forward Seller and Forward Purchaser, as applicable, are willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will have any obligation whatsoever with respect to not be binding on the Company or an Agent or a Placement or any Placement Shares unless Forward Seller and Forward Purchaser, as applicable, until the Company delivers a Placement Notice to such Agent or such Forward Seller and Forward Purchaser, as applicable, an acceptance by email (or other method mutually agreed to in writing by the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event parties) of a conflict between all of the terms of Sections 2 or 3 of this Agreement and the terms of a such Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day as amended (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.an

Appears in 1 contract

Samples: Equity Distribution Agreement (Duke Energy CORP)

Placements. a. (a) Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, an “Issuance Placement” and together with any sale of the Forward Hedge Shares by the Forward Sellers in connection with a Forward Transaction, collectively, the “Placements” and each, a “Placement”), it will notify the designated Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Issuance Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Issuance Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a an Issuance Placement Notice”), the form of which is attached hereto as Schedule 2-1. The Issuance Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the such Agent set forth on Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Issuance Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Issuance Shares thereunder has have been sold, (iii) the Company suspends or terminates the Issuance Placement Notice, (iv) the Company issues a subsequent Issuance Placement Notice with parameters superseding those on the earlier dated Issuance Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the such Agent in connection with the sale of the Placement Issuance Shares shall be calculated in accordance with the terms set forth in Schedule 24. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a an Issuance Placement or any Placement Issuance Shares unless and until the Company delivers a an Issuance Placement Notice to the an Agent and the such Agent does not decline such Issuance Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections Section 2 or Section 3 of this Agreement and the terms of a an Issuance Placement Notice, the terms of the Issuance Placement Notice will control. b. Prior . (b) Subject to the opening of trading terms and conditions set forth in the relevant Master Forward Confirmation (as defined below) and any “Supplemental Confirmation” thereunder, on the immediately following any Trading Day (as defined below) of during the Agent’s acceptance of a Placement Notice related to Forward Hedge Sharesterm on which the conditions set forth in Section 10 have been satisfied, the Company may request to enter into a Forward Transaction by delivering a written notice (which notice shall have executed specify that it relates to a “Forward Transaction”) to the designated Forward Purchaser and delivered its affiliated Forward Seller, containing the parameters of the Forward Transaction it desires, in accordance with this Agreement (a “Forward Placement Notice” and together with any Issuance Placement Notice, collectively, the “Placement Notices” and each a “Placement Notice”), the form of which is attached hereto as Schedule 2-2. Such Forward Placement Notice shall include, for purposes of (and as defined under) the related Master Forward Confirmation, the proposed (i) first day of the Forward Hedge Selling Period, (ii) Maturity Date, (iii) last day of the Forward Hedge Selling Period, (iv) Forward Hedge Number, (v) Forward Hedge Selling Commission Rate, (vi) Spread, (vii) Initial Stock Loan Rate, (v) Maximum Stock Loan Rate, (vi) Forward Price Reduction Dates and (viii) Forward Price Reduction Amounts (together, the “Proposed Confirmation Terms”). The Forward Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from such Forward Purchaser and related Forward Seller as set forth on Schedule 3, as such Schedule 3 may be updated from time to time with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. Each Forward Placement Notice is subject to review and acceptance by the applicable Forward Purchaser and Forward Seller. Such Forward Purchaser and the Forward Seller may accept such Proposed Confirmation Terms (which they may decline to do for any reason in their sole discretion) by e-mail to one of the individuals at the Company named on Schedule 3 hereto, as such Schedule may be amended from time to time, confirming the terms of such Forward Placement Notice. It is expressly acknowledged and agreed that none of the Company, the Forward Purchaser or the Forward Seller will have any obligation whatsoever with respect to a Forward Placement Notice or any Forward Hedge Shares unless and until the Company delivers a Forward Placement Notice to a Forward Purchaser and the related Forward Seller and such Forward Purchaser and the Forward Seller accept the terms of such Forward Placement Notice, and then only upon the terms specified in the Forward Placement Notice, this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and an accepted Forward Placement Notice with respect to a Forward Transaction, the terms of such Forward Placement Notice will control with respect to such Forward Transaction. As used herein, “Forward Transaction” means the transaction resulting from an accepted Forward Placement Notice providing for the sale by such Forward Seller of Forward Hedge Shares as specified in such Forward Placement Notice, subject to the terms and conditions of this Agreement and the applicable Forward Contract. “Master Forward Confirmation” means each letter agreement by and between the Company and a Forward Purchaser (including all provisions incorporated by reference therein, substantially in the form set forth in Schedule 4 hereto and consistent with attached as Exhibit D). “Forward Contract” means, for each Forward Transaction, the contract evidencing such Placement Notice; provided, that Forward Transaction between the Company and such Forward Purchaser, which shall be required to only execute one composed of the relevant Master Forward Confirmation with and the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date related “Supplemental Confirmation” (as defined in each applicable such Master Forward Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to for such Forward Purchaser relating to such ForwardTransaction.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (American Homes 4 Rent)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number of Placement Shares to be issued (or a dollar amount which shall be converted into the number of Placement SharesShares to be issued), the time period during which sales are requested to be mademade (including sales during after-market trading hours), any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to any of the individuals from the Company set forth on Schedule 3 within two (2) Business Days (as defined below) of receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has or under this Agreement have been sold, (iii) the Company suspends sales under or terminates the Placement Notice for any reason, in its sole discretion or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (eFFECTOR Therapeutics, Inc.)

Placements. a. Each time that the Company wishes Placement to issue and sell Shares to be sold hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary number of Shares or Forward Hedge Shares, the number or dollar amount of Placement Sharesamount, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Designated Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from officers of the Company set forth on Schedule 3 (with a copy to each of the other individuals officers from the Company listed on such schedule) and shall be addressed to each of the individuals designees from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept (in writing and promptly following receipt of any Placement Notice) the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following On any Trading Day (as defined below) of herein), the Company may sell Shares through only one Agent’s acceptance of a Placement Notice related to Forward Hedge Shares. On any Trading Day, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute give at least one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date Business Day’s (as defined in each applicable Confirmationbelow) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation prior written notice to the Forward Purchaser in form and substance satisfactory Agents as to such Forward Purchaser relating to such Forwardany change of the Agent through whom sales of Shares as sales agent will be made.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Perspective Therapeutics, Inc.)

Placements. a. Each time that the Company Company, in its sole discretion, wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Business Days (defined below) of receipt, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Anavex Life Sciences Corp.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent MLV by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms of such Placement, which shall include at a minimum the number or dollar amount of Placement SharesShares proposed to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined in Section 3(a) hereof) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent MLV unless and until (i) the Agent MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent MLV in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser MLV will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent MLV and the Agent MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Oncogenex Pharmaceuticals, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold ADSs hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) (a “Placement Notice”) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesADSs to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares ADSs that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”)made, the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares ADSs thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares ADSs shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares ADSs unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (BICYCLE THERAPEUTICS PLC)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email electronic notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Sorrento Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, any Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or Notice, which suspension and termination rights may be exercised by the Company in its sole discretion by providing notice to each of the individuals from the Agent set forth on Schedule 3, (iv) the Company issues a subsequent Placement Notice in accordance with this Section 2 with parameters superseding those of the earlier Placement Notice, (v) this Agreement has been terminated under the provisions of Section 13, or (vi) either the Company or the Agent suspends the sale of Placement Shares in accordance with Section 4. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (RGC Resources Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Designated Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Synthetic Biologics, Inc.)

Placements. a. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares to be sold Units hereunder (each, a “Placement”), it the Manager will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesUnits, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Units that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Company Manager listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule 3 (ii) the entire amount of the Placement Shares Units thereunder has have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the CompanyManager, on behalf of the Trust, nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Sprott Physical Gold & Silver Trust)

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Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms of such Placement, which shall include at a minimum the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined in Section 3(a) hereof) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Fortress Biotech, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime by a party by delivering email notice to the other parties of the addition or deletion of individuals of such party. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion (which the Agent must communicate by providing email notice by the end of the Business Day following the date of receipt of the Placement Notice, or the Placement Notice will be deemed to be accepted by the Agent in accordance with its terms), (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Biomerica Inc)

Placements. a. Each time that the Company wishes Placement to issue and sell Shares to be sold hereunder (each, a “Placement”), it will notify the Trading Agent (as defined in Section 19 below), on behalf of Wx Xxxxx and MLV, by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Shares (the “Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day or in any one transaction and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent Agents set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent Trading Agent, on behalf of Wx Xxxxx and MLV, declines to accept the terms contained therein for as a result of any reason, suspension or limitation of trading in its sole discretionthe Placement Shares or in securities generally on the Exchange (as defined below) or any occurrence or event that causes a material adverse change in the operation of the Company, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent Agents in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Company nor either Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Trading Agent and the Trading Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

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

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the Agent’s receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline (and provided that the Company does not suspend or terminate) such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Mind Medicine (MindMed) Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount value of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion as to any Placement Shares yet to be sold pursuant to such Placement Notice, or (iv) this the Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Broadwind, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), ) it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”)made, the form of which is attached hereto as Schedule 11 (a “Placement Notice”). The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The Company may not deliver a Placement Notice, and the Agent will have no obligation with respect to any Placement Notice, unless and until the Registration Statement has been declared effective by the Commission. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Corbus Pharmaceuticals Holdings, Inc.)

Placements. a. (a) Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, an “Issuance Placement” and together with any sale of the Forward Hedge Shares by the Forward Sellers in connection with a Forward Transaction, collectively, the “Placements” and each, a “Placement”), it will notify the designated Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Issuance Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Issuance Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a an Issuance Placement Notice”), the form of which is attached hereto as Schedule 2-1. The Issuance Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the such Agent set forth on Schedule 3, as such Schedule 3 may be amended updated from time to timetime with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Issuance Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Issuance Shares thereunder has have been sold, (iii) the Company suspends or terminates the Issuance Placement Notice, (iv) the Company issues a subsequent Issuance Placement Notice with parameters superseding those on the earlier dated Issuance Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the such Agent in connection with the sale of the Placement Issuance Shares shall be calculated in accordance with the terms set forth in Schedule 24. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a an Issuance Placement or any Placement Issuance Shares unless and until the Company delivers a an Issuance Placement Notice to the an Agent and the such Agent does not decline such Issuance Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections Section 2 or Section 3 of this Agreement and the terms of a an Issuance Placement Notice, the terms of the Issuance Placement Notice will control. b. Prior . (b) Subject to the opening of trading terms and conditions set forth in the relevant Master Forward Confirmation (as defined below) and any “Supplemental Confirmation” thereunder, on the immediately following any Trading Day (as defined below) of during the Agent’s acceptance of a Placement Notice related to Forward Hedge Sharesterm on which the conditions set forth in Section 10 have been satisfied, the Company may request to enter into a Forward Transaction by delivering a written notice (which notice shall have executed specify that it relates to a “Forward Transaction”) to the designated Forward Purchaser and delivered its affiliated Forward Seller, containing the parameters of the Forward Transaction it desires, in accordance with this Agreement (a “Forward Placement Notice” and together with any Issuance Placement Notice, collectively, the “Placement Notices” and each a “Placement Notice”), the form of which is attached hereto as Schedule 2-2. Such Forward Placement Notice shall include, for purposes of (and as defined under) the related Master Forward Confirmation, the proposed (i) first day of the Forward Selling Hedge Period, (ii) Maturity Date, (iii) last day of the Forward Hedge Selling Period, (iv) Forward Hedge Number, (v) Forward Hedge Selling Commission Rate, (vi) Spread, (vii) Initial Stock Loan Rate, (v) Maximum Stock Loan Rate, (vi) Forward Price Reduction Dates and (viii) Forward Price Reduction Amounts (together, the “Proposed Confirmation Terms”). The Forward Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from such Forward Purchaser and related Forward Seller as set forth on Schedule 3, as such Schedule 3 may be updated from time to time with respect to the individuals of each party, by such party providing written notice to the other party of the addition or deletion of individuals of such party. Each Forward Placement Notice is subject to review and acceptance by the applicable Forward Purchaser and Forward Seller. Such Forward Purchaser and the Forward Seller may accept such Proposed Confirmation Terms (which they may decline to do for any reason in their sole discretion) by e-mail to one of the individuals at the Company named on Schedule 3 hereto, as such Schedule may be amended from time to time, confirming the terms of such Forward Placement Notice. It is expressly acknowledged and agreed that none of the Company, the Forward Purchaser or the Forward Seller will have any obligation whatsoever with respect to a Forward Placement Notice or any Forward Hedge Shares unless and until the Company delivers a Forward Placement Notice to a Forward Purchaser and the related Forward Seller and such Forward Purchaser and the Forward Seller accept the terms of such Forward Placement Notice, and then only upon the terms specified in the Forward Placement Notice, this Agreement and the Master Forward Confirmation. In the event of a conflict between the terms of Section 2 or Section 3 of this Agreement and an accepted Forward Placement Notice with respect to a Forward Transaction, the terms of such Forward Placement Notice will control with respect to such Forward Transaction. As used herein, “Forward Transaction” means the transaction resulting from an accepted Forward Placement Notice providing for the sale by such Forward Seller of Forward Hedge Shares as specified in such Forward Placement Notice, subject to the terms and conditions of this Agreement and the applicable Forward Contract. “Master Forward Confirmation” means each letter agreement by and between the Company and a Forward Purchaser (including all provisions incorporated by reference therein, substantially in the form set forth in Schedule 4 hereto and consistent with attached as Exhibit D). “Forward Contract” means, for each Forward Transaction, the contract evidencing such Placement Notice; provided, that Forward Transaction between the Company and such Forward Purchaser, which shall be required to only execute one composed of the relevant Master Forward Confirmation with and the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date related “Supplemental Confirmation” (as defined in each applicable such Master Forward Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to for such Forward Purchaser relating to such ForwardTransaction.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (American Homes 4 Rent)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination, to be effective, must occur within two (2) Trading Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At the Market Sales Agreement (Paratek Pharmaceuticals, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount value of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Lead Agent unless and until (i) the Lead Agent declines rejects to accept the terms contained therein in writing for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this the Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Lead Agent and the Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Mawson Infrastructure Group Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing or by email to accept the terms contained therein for any reason, in its sole discretion, provided the Agent delivers written notice thereof to the Company within two (2) Business Days (defined below) after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to ; provided that in no event shall the opening of trading on the immediately following Trading Day (as defined below) sale of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially Shares in the form set forth in Schedule 4 hereto and consistent accordance with such Placement Notice; provided, that Notice exceed the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such ForwardMaximum Amount.

Appears in 1 contract

Samples: Sales Agreement (Molecular Templates, Inc.)

Placements. a. Each time that the Company wishes to sell and issue shares of Class A Common Stock and/or Series B Preferred Stock as Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of shares of Class A Common Stock and/or Series B Preferred Stock to be sold and issued as Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares shares of Class A Common Stock and/or Series B Preferred Stock that may be sold in any one dayday as Placement Shares, and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 attached hereto (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice Notice, or (iv) this Agreement has been terminated under the provisions of Section 13‎12. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 22 attached hereto. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent Agent, and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Equity Distribution Agreement (Fat Brands, Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a "Placement"), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoin writing) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a "Placement Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time updated with notice pursuant to timeSection 13 hereof. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days (defined below) of the receipt of the Placement Notice (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Chembio Diagnostics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance in all material respects with the terms of this Agreement, Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Kingstone Companies, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent to whom the Placement Notice is delivered, as set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice, or issues a subsequent Placement Notice with parameters superseding those on the earlier-dated Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the Agent’s sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Stoke Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount value of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion within two (2) Trading Days from the time the Placement Notice was received, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Capital on Demand Sales Agreement (Infinity Pharmaceuticals, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The receipt of each such Placement Notice shall be promptly acknowledged by the Agent by email confirmation to the Company. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 23. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Bionano Genomics, Inc)

Placements. a. (i) Each time that the Company Partnership wishes to issue and sell Placement Shares to be sold Units hereunder (each, a “Placement”), it will notify the Agent Agents by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesUnits to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Units that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Partnership set forth on Schedule 3 (with a copy to each of the other individuals from the Company Partnership listed on such schedule) ), and shall be addressed to each of the individuals from the applicable Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Partnership is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the applicable Agent unless and until (i) the such Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Units thereunder has been sold, (iii) the Company Partnership suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company Partnership to the Agent Agents in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Partnership nor any Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Partnership delivers a Placement Notice to the an Agent and the such Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or Section 2, 3 and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior For the avoidance of doubt, the Partnership may not submit instructions to sell Placement Units to more than one Agent on any single trading day. (ii) During the opening term of trading on the immediately following Trading Day (as defined below) this Agreement, none of the Agents nor any of their affiliates or subsidiaries shall engage in (A) any short sale of any security of the Partnership or (B) any sale of any security of the Partnership that such Agent does not own or any sale that is consummated by the delivery of a security of the Partnership borrowed by, or for the account of such Agent. None of the Agents nor any of their affiliates or subsidiaries shall engage in any proprietary trading or trading for such Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rdor its affiliates’ or subsidiaries’) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forwardown account.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Stonemor Partners Lp)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms of such Placement, which shall include at a minimum the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), substantially in the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by email notice to the Company within one Business Day (as defined below) of the time the Placement Notice is received, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Pluristem Therapeutics Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold Securities hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesSecurities to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Securities that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (which declination must occur within two (2) Business Days (as defined below) of the receipt of the Placement Notice), (ii) the entire amount of the Placement Shares Securities thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Bionomics Limited/Fi)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall will originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such the schedule) and shall will be addressed to each of the individuals from the Designated Agent that are set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall will be effective immediately upon receipt by the Agent unless and until until: (ia) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, which must be evidenced by a written notice to the individuals from the Company set forth on Schedule 3 within two (ii2) Business Days after receipt of such Placement Notice; (b) the entire amount of the Placement Shares thereunder has have been sold, ; (iiic) the Company suspends or terminates the Placement Notice Notice; or (ivd) this the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission commission, or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall will be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither Neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Verb Technology Company, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent B. Xxxxx FBR by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent B. Xxxxx FBR set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent B. Xxxxx FBR unless and until (i) the Agent B. Xxxxx FBR declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent B. Xxxxx FBR in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser B. Xxxxx FBR will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent B. Xxxxx FBR and the Agent B. Xxxxx FBR does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (CorMedix Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify one of the Agent Agents that the Company may select in its sole discretion from time to time (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice this Agreement will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Asensus Surgical, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether (each such notice, a “Placement Notice”) containing the parameters in accordance with which the Company desires such Placement relates Shares to Primary Shares or Forward Hedge Sharesbe sold, which at a minimum shall include the maximum number or dollar amount of Placement SharesShares to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day on which the Common Stock is traded on the Exchange (any such day, a “Trading Day”) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”)made, the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) Schedule 3), and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be immediately effective immediately upon receipt by the Sales Agent unless and until (ia) the Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (iib) the Sales Agent suspends sales under the Placement Notice for any reason in its sole discretion in accordance with this Agreement, (c) the entire number or amount of the Placement Shares thereunder has or under this Agreement have been sold, (iiid) the Company suspends or terminates the Placement Notice or (ive) this Agreement has been terminated under the provisions of Section 1311. The amount of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior control with respect to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forwardmatters covered thereby.

Appears in 1 contract

Samples: Sales Agreement (Velo3D, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 2 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 32, as such Schedule 3 2 may be amended updated with notice pursuant to Section 13 hereof from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 21. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (HTG Molecular Diagnostics, Inc)

Placements. a. Each time that the Company wishes Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed to in writing by the parties hereto) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Designated Agent nor the Designated Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. . b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Designated Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the a Master Confirmation to the Designated Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Designated Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Designated Forward Purchaser in form and substance satisfactory to such Designated Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Physicians Realty Trust)

Placements. a. Each time that the Company Manager, on behalf of the Trust, wishes to issue and sell Placement Shares to be sold Units hereunder (each, a “Placement”), it the Manager will notify one of the Agent Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesUnits, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Units that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company Manager set forth on Schedule 3 (with a copy to each of the other individuals from the Company Manager listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule 3 (ii) the entire amount of the Placement Shares Units thereunder has have been sold, (iii) the Company Manager, on behalf of the Trust, suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Shares Units shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the CompanyManager, on behalf of the Agent Trust, nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares Units unless and until the Company Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Sprott Physical Gold & Silver Trust)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoParties) of whether the Placement relates to Primary Shares or Forward Hedge Sharesproposed terms of such Placement, which shall include at a minimum, the number or dollar amount value of Placement SharesShares proposed to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Sonoma Pharmaceuticals, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold Securities hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar aggregate principal amount of the series of Placement SharesSecurities to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar aggregate principal amount of Placement Shares Securities that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Contracts (Synchronoss Technologies Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold Securities hereunder (each, a “Placement”), it will notify the Agent by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar aggregate principal amount of the series of Placement SharesSecurities to be sold, the time period during which sales are requested to be made, any limitation on the number or dollar aggregate principal amount of Placement Shares Securities that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice Securities shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares Securities thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 1314. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Ready Capital Corp)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesShares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines in writing, by any means provided for under Section 13, to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice in its sole discretion, (iv) the Company delivers a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Neon Therapeutics, Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice Electronic Notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Designated Agent unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Ur-Energy Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares through the Agents acting as sales agents or directly to be sold the Agents acting as principal hereunder (each, a “Placement”), it will notify an Agent (the Agent “Designated Agent”) by email notice electronic mail (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 4, the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares thereunder has set forth therein have been sold, (iii) the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or (ivv) this the Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the Designated Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Designated Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Acasti Pharma Inc.)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold hereunder (each, a “Placement”), it will notify the Lead Agent by email notice (if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or other method mutually agreed to in writing by the parties hereto) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in on any one day, Trading Day (as defined below) and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) ), and shall be addressed to each of the individuals from the Lead Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to timetime by notice in writing by the Company (with respect to the individuals from the Company) or the Lead Agent (with respect to the individuals from the Lead Agent). The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) in accordance with the notice requirement provided for in Section 4, the Lead Agent declines to accept the terms contained therein for any reason, in its sole discretiondiscretion in accordance with Section 4 below, (ii) the entire amount of the Placement Shares thereunder has Shares, either the Maximum Amount under this Agreement, under the relevant Prospectus Supplement or pursuant to a Placement Notice, have been soldsold and settled in accordance with the terms hereof, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements provided for in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (ivv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Lead Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, the Agent Company nor the Forward Purchaser Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Lead Agent and the Lead Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Energy Fuels Inc)

Placements. a. Each time that the Company wishes to issue and sell Placement Shares to be sold Securities hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties heretoparties) of whether the Placement relates to Primary Shares or Forward Hedge Shares, the number or dollar amount of Placement SharesSecurities to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares Securities that may be sold in any one day, day and any minimum price below which sales may not be made and any other relevant specification (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed Companylisted on such schedule) ), and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (which declination must occur within two (2) Business Days (as defined below) of the receipt of the Placement Notice), (ii) the entire amount of the Placement Shares Securities thereunder has have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 1312. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares Securities shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company, Company nor the Agent nor the Forward Purchaser will have any obligation whatsoever with respect to a Placement or any Placement Shares Securities unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. b. Prior to the opening of trading on the immediately following Trading Day (as defined below) of the Agent’s acceptance of a Placement Notice related to Forward Hedge Shares, the Company shall have executed and delivered the Master Confirmation to the Forward Purchaser substantially in the form set forth in Schedule 4 hereto and consistent with such Placement Notice; provided, that the Company shall be required to only execute one Master Confirmation with the Forward Purchaser. Prior to the third (3rd) Trading Day following the applicable Hedge Completion Date (as defined in each applicable Confirmation) relating to such Forward, the Company shall have executed and delivered a Supplemental Confirmation to the Forward Purchaser in form and substance satisfactory to such Forward Purchaser relating to such Forward.

Appears in 1 contract

Samples: Sales Agreement (Bionomics Limited/Fi)

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