Common use of Representation Dates; Certificates Clause in Contracts

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 9 contracts

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

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Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act)) or financial statements required by Rule 3-14 of Regulation S-X; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 7 contracts

Samples: Equity Distribution Agreement (Healthcare Realty Trust Inc), Equity Distribution Agreement (Healthcare Realty Trust Inc), Equity Distribution Agreement (Healthcare Realty Trust Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (iii) files an Annual Report on Form 10-K under the Exchange Act; (iiiii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iviii) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo, as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust)

Representation Dates; Certificates. On or prior to the date that the first Placement Notice is given pursuant to this Agreement, each time Shares are sold pursuant delivered to the terms of this Agreement and: (1) Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company: Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Shares; ; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and or (2v) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and at any time of request as reasonably requested by Agent pursuant to this Section 8(oclause (v) shall be a “Representation Date”), ; the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with Agent within two certificates, (2) Trading Days after each Representation Date (but in the forms case of clause (iv) above only if Agent reasonably determines that the information contained in such Form 8-K is material) with the certificate in the form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date7(m). The requirement to provide two certificates the certificate under this Section 8(o7(m) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(m), then before the Company delivers the Placement Notice or Agent sells any Shares in an Agency Transaction, or on the Sales Agent or the Forward Seller sell any Sharesapplicable Settlement Date with respect to a Principal Transaction, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-27(m), each dated the date of the Placement NoticeNotice for such Agency Transaction or the Settlement Date of such Principal Transaction, as applicable.

Appears in 4 contracts

Samples: Equity Distribution Agreement (NewLake Capital Partners, Inc.), At the Market Sales Agreement (Innovative Industrial Properties Inc), At the Market Sales Agreement (Innovative Industrial Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Shares) or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesShares (except as provided in the clauses below); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) above and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 F, as soon promptly as practicable possible and in no event later than three (3) Trading Days after following any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section 7(o), then before the Sales Company delivers the Placement Notice or Agent or the Forward Seller sells any Shares, the Company shall provide Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatescertificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2F, each dated the date of the Placement Noticesuch certificate is delivered. The date any such certificate is delivered is referred to herein as a “Bring-Down Date.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Regency Centers Corp), Equity Distribution Agreement (Regency Centers Corp), Equity Distribution Agreement (Regency Centers Corp)

Representation Dates; Certificates. On or prior to (i) Upon commencement of the date that offering of the first Shares are sold pursuant to the terms of Securities under this Agreement and:(and upon recommencement of the offering of the Securities under this Agreement following the temporary suspension of sales hereunder); (1ii) each time the Company: (i) files the Prospectus relating to the Shares or Company amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but (for the avoidance of doubt, not including the Prospectus Supplement), other than (A) by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities, which shall be subject to the provisions of subclauses (iii) through (v) below, or (B) a prospectus supplement filed pursuant to Rule 424(b) under the 1933 Act relating solely to an offering of securities (including, without limitation, Common Stock) other than the Securities pursuant to this Agreement or the Alternative Agreements; (iiiii) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act1934 Act (each date of filing of the Company’s annual report on Form 10-K shall be a “10-K Representation Date”); (iiiiv) each time the Company files a Quarterly Report its quarterly reports on Form 10-Q under the Exchange 1934 Act; or (ivv) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standard No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser 1934 Act (each such recommencement filing or other date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(ov) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 Exhibits G-1 and Exhibit E-2 as soon as practicable and in no event later than G-2, respectively, within three (3) Trading Days after of any Representation Date. No new or revised Placement Notice shall be delivered until the certificates and other deliverables in Sections 8(p) through (s), as may be required with respect to a Representation Date, shall have been delivered and such deliverables shall all be delivered and dated the same day. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.), Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.), Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to the Agent as principal on a Settlement Date and, as promptly as possible and in no event later than two (2) Trading Days after each of the following: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 H and the Advisor shall furnish the Agent with a certificate, in the form attached hereto as Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. I. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 H, and the Advisor shall provide the Agent with a certificate, in the form attached hereto as Exhibit E-2I, each dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Ashford Hospitality Trust Inc), Equity Distribution Agreement (Braemar Hotels & Resorts Inc.), Equity Distribution Agreement (Ashford Hospitality Trust Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx, as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to a Distribution Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser a Distribution Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Distribution Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser a Distribution Agent with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales a Distribution Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Designated Distribution Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 3 contracts

Samples: Equity Distribution Agreement (BofI Holding, Inc.), Equity Distribution Agreement (BofI Holding, Inc.), Equity Distribution Agreement (BofI Holding, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement andand as promptly as possible and in no event later than two (2) Trading Days after each of the following: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 G and the Advisor shall furnish the Agent with a certificate, in the form attached hereto as Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. H. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 G and the Advisor shall furnish the Agent with a certificate, in the form attached hereto as Exhibit E-2H, each dated the date of the Placement Notice.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Ashford Hospitality Trust Inc), Equity Distribution Agreement (Braemar Hotels & Resorts Inc.), Equity Distribution Agreement (Braemar Hotels & Resorts Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 D as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent Manager or the Forward Seller sell sells any SharesSecurities, the Company shall provide the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 D as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to a Sales Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales AgentAgents, the Forward Seller Sellers or the Forward Purchaser Purchasers (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward that Securities be offered and sold following a Representation Date when the Company relied on such waiver and did not provide the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent Agents or the Forward Seller Sellers sell any SharesSecurities, the Company shall provide the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Federal Realty OP LP), Equity Distribution Agreement (Federal Realty OP LP), Equity Distribution Agreement (Federal Realty Investment Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser BofA Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser BofA Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser BofA Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell BofA Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser BofA Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), each of the Company and the Adviser shall furnish the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificates, in the forms form attached as Exhibits D-1 and D-2 hereto as Exhibit E-1 and Exhibit E-2 promptly as soon as practicable possible and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent Manager or the Forward Seller sell sells any SharesSecurities, the Company and the Adviser shall provide the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2D-2 hereto, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Alpine Income Property Trust, Inc.), Equity Distribution Agreement (Alpine Income Property Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agents (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the each Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agents with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Agents sells any SharesPlacement Securities, the Company shall provide the each Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to B. Xxxxx as principal on a Settlement Date and, unless waived by B. Xxxxx: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act1000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser B. Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto B. Xxxxx a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser B. Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell B. Xxxxx sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser B. Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), each of the Company Company, for itself and in its capacity as the sole member of the general partner of the Operating Partnership and the Advisor, shall furnish the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2 D-2 as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent Manager or the Forward Seller sell sells any SharesSecurities, the Company shall provide the Sales AgentManager, the Forward Seller and the Forward Purchaser with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2D-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (NexPoint Residential Trust, Inc.), Equity Distribution Agreement (NexPoint Residential Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the Securities are first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) Company files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii2) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act; (iii3) each time the Company files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv4) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i1) through (iv) and any time of request pursuant to this Section 8(o4) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2 as soon as practicable and in no event later than E-2, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo Securities sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.), Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Rxxxxxx Jxxxx as principal on a Settlement Date and, unless waived by Rxxxxxx Jxxxx : (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act1000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Rxxxxxx Jxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Rxxxxxx Jxxxx a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Rxxxxxx Jxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Rxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Rxxxxxx Jxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Bxxxx as principal on a Settlement Date and, unless waived by Bxxxx: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act1000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Bxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Bxxxx a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Bxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Bxxxx sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Bxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser [MKT NAME] (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell [MKT NAME] sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership), Equity Distribution Agreement (Colonial Realty Limited Partnership)

Representation Dates; Certificates. On or prior Upon commencement of the offering of Securities to the date that the first Shares are be sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or; (iv) files (as opposed to furnishes) an Earnings 8-K or K; or (v) files a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales an Agent, including, without limitation, the Forward Seller or the Forward Purchaser amendment of any document referred to in clauses (1)(ii) through (v) above (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than D, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, within three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales an Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Apple Hospitality REIT, Inc.), Equity Distribution Agreement (Apple Hospitality REIT, Inc.)

Representation Dates; Certificates. On or prior to the date that the Securities are first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) Company files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii2) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act; (iii3) each time the Company files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv4) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i1) through (iv) and any time of request pursuant to this Section 8(o4) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2 as soon as practicable and in no event later than E-2, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Citigroup sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.), Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (LaSalle Hotel Properties), Equity Distribution Agreement (LaSalle Hotel Properties)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser RBC Capital Markets (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser RBC Capital Markets with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser RBC Capital Markets with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell RBC Capital Markets sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser RBC Capital Markets with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. On or prior to During the date that the first Shares are sold pursuant to the terms term of this Agreement and: (1) Agreement, each time the Company: Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Shares; ; (ii) files or amends an Annual Report annual report on Form 1040-K under F (including any Form 40-F/A containing amended financial information or a material amendment to the Exchange Act; previously filed Form 40-F); (iii) files a Quarterly Report or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information delivers Shares pursuant to Item 2.02 a Terms Agreement; or 7.01 of Form 8-K under the Exchange Act); and (2v) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iviii) and any time of request pursuant to this Section 8(o(v) above shall be a "Representation Date"), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms attached hereto as Exhibit E-1 form included in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), upon execution of this Agreement and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any on each Representation Date. The requirement to provide two certificates under this Section 8(o3(p) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 1040-K. F or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate certificates under this Section 8(o3(p), then before the Company delivers the Placement Agency Transaction Notice or the Sales Agent or the Forward Seller sell sells any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms attached hereto as Exhibit E-1 and Exhibit E-2form included in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), each dated the date of the Placement Agency Transaction Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (FSD Pharma Inc.), Equity Distribution Agreement (FSD Pharma Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (LaSalle Hotel Properties), Equity Distribution Agreement (LaSalle Hotel Properties)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Jxxxxx as principal on a Settlement Date and, unless waived by Jxxxxx: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act1000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Jxxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Jxxxxx a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Jxxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Janney sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Jxxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report all annual report on Form 10-K under the Exchange Act;; or (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser an Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agents with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. hereunder. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agents with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or the Sales an Agent or the Forward Seller sell sells any SharesPlacement Securities, each of the Company and the Adviser shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agents with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Saratoga Investment Corp.), Equity Distribution Agreement (Saratoga Investment Corp.)

Representation Dates; Certificates. On or prior to the date that the Securities are first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) Company files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii2) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act; (iii3) each time the Company files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv4) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i1) through (iv) and any time of request pursuant to this Section 8(o4) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser BTIG with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2 as soon as practicable and in no event later than E-2, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser BTIG with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell BTIG sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser BTIG with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.), Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo Securities sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached as Exhibit D hereto as Exhibit E-1 and Exhibit E-2 promptly as soon as practicable possible and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D hereto, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (CTO Realty Growth, Inc.), Equity Distribution Agreement (CTO Realty Growth, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to the Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to [ ] as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser [ ] (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser [ ] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser [ ] with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell [ ] sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser [ ] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (STAG Industrial, Inc.), Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Citigroup, as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Citigroup (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Citigroup sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Citigroup with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Federal Realty Investment Trust), Equity Distribution Agreement (Federal Realty Investment Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser [MKT NAME] (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell [MKT NAME] sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser [MKT NAME] with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc), Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. (1) On or prior to the date that of the first Shares are sold pursuant to Placement Notice and (2) following delivery of the terms first Placement Notice each time during the term of this Agreement and: (1) each time that the Company: (i) files the Prospectus relating to the Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an Annual Report annual report on Form 10-K under the Exchange ActAct (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a Quarterly Report its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), ; the Company shall furnish the Sales Agent, Agent (but in the Forward Seller and case of clause (iv) above only if the Forward Purchaser Agent reasonably determines that the information contained in such Form 8‑K is material) with two the certificates, in the forms attached hereto as Exhibit E-1 7(l)(1) and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date7(l)(2). The requirement to provide two the certificates under this Section 8(o7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a instructions for the sale of Placement Notice Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, Agent with the Forward Seller and the Forward Purchaser with a certificate certificates under this Section 8(o7(l), then before the Company delivers the instructions for the sale of Placement Notice Shares or the Sales Agent or the Forward Seller sell sells any SharesPlacement Shares pursuant to such instructions, the Company shall provide the Sales Agent, Agent with the Forward Seller and the Forward Purchaser certificates in conformity with two certificates, in the forms attached hereto this Section 7(l) dated as Exhibit E-1 and Exhibit E-2, each dated of the date that the instructions for the sale of the Placement NoticeShares are issued.

Appears in 2 contracts

Samples: Sales Agreement (Cytokinetics Inc), Sales Agreement (Cytokinetics Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership), Equity Distribution Agreement (Colonial Realty Limited Partnership)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 D as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Shares are delivered to an Agent as principal on a Settlement Date, each time an Agent or a Forward Purchaser shall reasonably request and each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers with two certificates(x) a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 7(o) as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales any Agent or the Forward Seller sell sells any Shares, the Company shall provide the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-27(o), each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Agree Realty Corp), Equity Distribution Agreement (Agree Realty Corp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser JonesTrading (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser JonesTrading with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser JonesTrading with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell JonesTrading sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser JonesTrading with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.), Equity Distribution Agreement (Wheeler Real Estate Investment Trust, Inc.)

Representation Dates; Certificates. On or prior to During the date that the first Shares are sold pursuant to the terms term of this Agreement and: (1) Agreement, each time the Company: Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Shares; ; (ii) files or amends an Annual Report annual report on Form 1040-K under F (including any Form 40-F/A containing amended financial information or a material amendment to the Exchange Act; previously filed Form 40-F); (iii) files a Quarterly Report or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information delivers Shares pursuant to Item 2.02 a Terms Agreement; or 7.01 of Form 8-K under the Exchange Act); and (2v) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iviii) and any time of request pursuant to this Section 8(o(v) above shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms attached hereto as Exhibit E-1 form included in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), upon execution of this Agreement and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any on each Representation Date. The requirement to provide two certificates under this Section 8(o3(p) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement an Agency Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 1040-K. F or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate certificates under this Section 8(o3(p), then before the Company delivers the Placement Agency Transaction Notice or the Sales Agent or the Forward Seller sell sells any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms attached hereto as Exhibit E-1 and Exhibit E-2form included in Section 4(d), and, if requested, a certificate pursuant to Section 4(l), each dated the date of the Placement Agency Transaction Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement, Equity Distribution Agreement

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Jefferies as principal on a Settlement Date and, unless waived by Jefferies: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act0000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Jefferies (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Jefferies a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Jefferies with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Jefferies sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Jefferies with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Farmland Partners Inc.), Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to RBC as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser RBC (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser RBC with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser RBC with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell RBC sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser RBC with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agents (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with two certificatesa certificate, substantially in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E, as soon promptly as practicable possible and in no event later than three (3) Trading Days after following any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be deemed waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent Agents or the Forward Seller Sellers sell any Shares, the Company shall provide the Sales AgentAgents, the Forward Seller Sellers and the Forward Purchaser Purchasers with two certificatesa certificate, substantially in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Urban Edge Properties LP)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo Securities as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo Securities sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange ActAct or any amendment thereto; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; orAct or any amendment thereto; (iv) files an Earnings 8-K or any amendment thereto; or (v) files a Current Report report on Form 8-K containing amended financial information information, capsule financial information, financial statements, supporting schedules or other financial data (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Accounting Standards Codification, 205-20 and 360 unless any such Form 8-K relating to the reclassification of certain properties as discontinued operations is deemed to be material by Xxxxxxx Xxxxx) under the Exchange Act)Act or any amendment thereto; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of reasonable request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 C, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Treasurer and Exhibit E-2 as soon as practicable the Company’s Chief Operating Officer, General Counsel, Chief Accounting Officer or Chief Administrative Officer, promptly and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier earliest to occur of (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (ii) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Securities, and (iii) the date on which the Company files an Annual Report on Form 10-K. K under the Exchange Act, or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when that occurred during the Company relied period in which such waiver was in effect and the Company, in reliance on such waiver and waiver, did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2C, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aimco Properties Lp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to the Agent as principal on a Settlement Date and, as promptly as possible and in no event later than two (2) Trading Days after each of the following: (1i) each time the Company: (iA) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (iiB) files an Annual Report on Form 10-K under the Exchange Act; (iiiC) files a Quarterly Report on Form 10-Q under the Exchange Act; or (ivD) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2ii) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii)(A) through (ivD) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. F. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificates, in the forms attached hereto as Exhibit E-1 E and Exhibit E-2 F as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificates, substantially in the forms attached hereto as Exhibit E-1 E and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report a semi-annual report or annual report on Form 10N-K CSR under the Exchange Investment Company Act;; or (iii) files a Quarterly Report quarterly report on Form 10N-Q under the Exchange Investment Company Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Ladenburg (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), each of the Company Company, the Adviser and BDC Partners shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10N-K. CSR. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or Ladenburg sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Adviser and BDC Partners shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Oxford Lane Capital Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificates, in the forms attached hereto as Exhibit E-1 E and Exhibit E-2 F as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be deemed waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver requirement shall not apply be deemed waived for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificates, substantially in the forms attached hereto as Exhibit E-1 E and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and each time the Company: Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than (A) a prospectus supplement filed in accordance with Section 7(m) or (B) a supplement or amendment that relates to an offering of securities other than the Shares) by means of a post-effective amendment, sticker, or supplement supplement, but not by means of incorporation of documents document(s) by reference into in the Registration Statement or the Prospectus relating to the Shares; ; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and or (2v) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and at any time of request as reasonably requested by Agent, the Forward Seller or the Forward Purchaser pursuant to this Section 8(oclause (v) shall be a “Representation Date”), ; the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with within two certificates, (2) Trading Days after each Representation Date (but in the forms case of clause (iv) above only if Agent, the Forward Seller and the Forward Purchaser reasonably determines that the information contained in such Form 8-K is material) with the certificate in the form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. A. The requirement to provide two certificates the certificate under this Section 8(o7(n) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) or Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) ), Shares are delivered to Agent as principal on a Settlement Date with respect to a Principal Transaction and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any Shares, or on the applicable Settlement Date with respect to a Principal Transaction, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2A, each dated the date of the Placement NoticeNotice for such Issuance or the Settlement Date of such Principal Transaction, as applicable.

Appears in 1 contract

Samples: Equity Distribution Agreement (Innovative Industrial Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of execution of this Agreement and: (1i) upon recommencement of the offering of the Securities under this Agreement following the temporary suspension of sales hereunder; (ii) each time the Company: (i) Company files the a Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not supplement, other than (A) by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities, which shall be subject to the provisions of subclauses (iii) through (v) below, or (B) a prospectus supplement filed pursuant to Rule 424(b) under the 1933 Act relating solely to an offering of securities (including, without limitation, Common Stock) other than the Securities pursuant to this Agreement or the Alternative Agreement; (iiiii) each time the Company files an Annual Report annual report on Form 10-K under the Exchange 1934 Act; (iiiiv) each time the Company files a Quarterly Report its quarterly reports on Form 10-Q under the Exchange 1934 Act; or (ivv) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standard No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser 1934 Act (each such recommencement filing or other date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(ov) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 Exhibits G-1 and Exhibit E-2 as soon as practicable and in no event later than G-2, respectively, within three (3) Trading Days after of any Representation Date. No new or revised Placement Notice shall be delivered until the certificates and other deliverables in Sections 8(p) through (s), as may be required with respect to a Representation Date, shall have been delivered and such deliverables shall all be delivered and dated the same day. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Barclays (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), each of the Company Company, the Adviser and BDC Partners shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or Barclays sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Adviser and BDC Partners shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (TICC Capital Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; oror SC1:4187253.8A (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards N. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales AgentAgent with a certificate, the Forward Seller and the Forward Purchaser with two certificates, substantially in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E, as soon promptly as practicable possible and in no event later than three (3) Trading Days after following any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be deemed waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales AgentAgent with a certificate, the Forward Seller and the Forward Purchaser with two certificates, substantially in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Urban Edge Properties)

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Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificates, in the forms attached hereto as Exhibit E-1 E and Exhibit E-2 F as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be deemed waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver requirement shall not apply be deemed waived for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificates, substantially in the forms attached hereto as Exhibit E-1 E and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On the date of this Agreement and on or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: or any Confirmation or Terms Agreement and (1A) each time the Company: Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than a prospectus supplement filed in accordance with Section 7(m) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; ; (ii) files an Annual Report on Form 10-K under the Exchange Act; ; (iii) files a its Quarterly Report Reports on Form 10-Q under the Exchange Act; or or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K, and other than a report on Form 8-K containing financial information of a tenant of the Company or its subsidiaries) under the Exchange Act); and Act and (2B) at any other time upon a Suspension Rescission Date and as reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) above and any time of request pursuant Suspension Rescission Date referred to this Section 8(oin clause (B) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with two certificates(x) a certificate, in the forms form attached hereto as Exhibit E-1 7(n)(1) and (y) a certificate in the form attached hereto as Exhibit E-2 as soon as practicable and 7(n)(2), in no event later than each case within three (3) Trading Days after of any Representation DateDate if requested by any Agent, Forward Purchaser or its counsel. The requirement to provide two the certificates under this Section 8(o7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending or at which no Confirmation or Terms Agreement is outstanding, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or enters into a Confirmation or Terms Agreement (which which, in each case for such calendar quarter quarter, shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which referred to in clause (A)(i) and (ii) of this Section 7(n); provided further, however, that the obligation of the Company files its Annual Report on Form 10-K. under this Section 7(n) shall be deferred during any Suspension Period and shall recommence upon any Suspension Rescission Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, Agents and Forward Purchasers with the Forward Seller and the Forward Purchaser with a certificate certificates under this Section 8(o7(n), then before the Company delivers the Placement Notice, executes a Terms Agreement or Confirmation Notice or the Sales any Agent sells any Shares (whether as Placement Shares (including Forward Hedge Shares sold pursuant to a Confirmation) or the Forward Seller sell any SharesShares sold pursuant to a Terms Agreement), the Company shall provide the Sales Agent, Agents and Forward Purchasers with the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 7(n)(1) and Exhibit E-27(n)(2), each dated the date of the Placement such Notice, Confirmation or Terms Agreement.

Appears in 1 contract

Samples: Equity Distribution Agreement (Sabra Health Care REIT, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (LaSalle Hotel Properties)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Shares are delivered to an Agent as principal on a Settlement Date, each time an Agent or a Forward Purchaser shall reasonably request and each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller Act or the Forward Purchaser an Earnings 8-K (each such date of filing of one or more of the documents referred to in clauses (1)(io)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers with two certificates(x) a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 7(o) as soon promptly as practicable possible and in no event later than the earlier of (A) the Applicable Time relating to the first contract of sale of any Shares following a Representation Date or (B) three (3) Trading Days after any of such Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales any Agent or the Forward Seller sell sells any Shares, the Company shall provide the Sales Agent, the Forward Seller Agents and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-27(o), each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (RLJ Lodging Trust)

Representation Dates; Certificates. On or prior to the date that the Securities are first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) Company files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement (other than a prospectus supplement relating solely to an offering of securities other than the Placement Securities) or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii2) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act; (iii3) each time the Company files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv4) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(i1) through (iv) and any time of request pursuant to this Section 8(o4) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2 as soon as practicable and in no event later than E-2, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Barclays sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Barclays with two certificates, in the forms form attached hereto as Exhibit Exhibits E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to UBS Securities as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser UBS Securities (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser UBS Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser UBS Securities with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell UBS Securities sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser UBS Securities with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (STAG Industrial, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date and: (1i) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files (as opposed to furnishes) an Earnings 8-K or K; or (v) files a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2ii) at any other time reasonably requested by the Sales an Agent, including, without limitation, the Forward Seller or the Forward Purchaser amendment of any document referred to in clauses (1)(ii) through (v) above (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company and the Operating Partnership shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 D, executed by the Company’s and Exhibit E-2 as soon as practicable and in no event later than the Operating Partnership’s Chief Executive Officer, President or Chief Financial Officer, within three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales an Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company and the Operating Partnership shall provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Condor Hospitality Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificates, in the forms attached hereto as Exhibit E-1 E and Exhibit E-2 F as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificates, substantially in the forms attached hereto as Exhibit E-1 E and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxx Fargo as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange ActAct or any amendment thereto; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; orAct or any amendment thereto; (iv) files an Earnings 8-K or any amendment thereto; or (v) files a Current Report report on Form 8-K containing amended financial information information, capsule financial information, financial statements, supporting schedules or other financial data (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Accounting Standards Codification, 205-20 and 360 unless any such Form 8-K relating to the reclassification of certain properties as discontinued operations is deemed to be material by Xxxxx Fargo) under the Exchange Act)Act or any amendment thereto; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of reasonable request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 C, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Treasurer and Exhibit E-2 as soon as practicable the Company’s Chief Operating Officer, General Counsel, Chief Accounting Officer or Chief Administrative Officer, promptly and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier earliest to occur of (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (ii) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Securities, and (iii) the date on which the Company files an Annual Report on Form 10-K. K under the Exchange Act, or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when that occurred during the Company relied period in which such waiver was in effect and the Company, in reliance on such waiver and waiver, did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2C, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Aimco Properties Lp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1i) each time the Company: (iA) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (iiB) files an Annual Report annual report on Form 10-K under the Exchange Act; (iiiC) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (ivD) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings AnnouncementRelease, to "furnish" information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2ii) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Wxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (1)(ii)(A) through (ivD) above and any time of request pursuant to this Section 8(o7(o) shall be a "Representation Date"), each of the Company Company, the Adviser and the Administrator shall furnish the Sales Agent, the Forward Seller Wxxxx Fargo Securities and the Forward Purchaser Alternative Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and D-1 or Exhibit E-2 D-2, as soon as practicable and in no event later than applicable, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller Wxxxx Fargo Securities and the Forward Purchaser Alternative Agent with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or Wxxxx Fargo Securities sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Adviser and the Administrator shall provide the Sales Agent, the Forward Seller Wxxxx Fargo Securities and the Forward Purchaser Alternative Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and D-1 or Exhibit E-2D-2, each as applicable, dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Golub Capital BDC, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo Securities (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo Securities sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo Securities with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Healthcare Trust of America, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership)

Representation Dates; Certificates. On or prior to the date that the Securities are first Shares are sold pursuant to the terms of this Agreement and: (1i) each time the Company: (i) Company files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities (other than amendments or supplements that are filed solely to report sales of the Placement Securities pursuant to this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) each time the Company files an Annual Report annual report on Form 10-K under the Exchange ActAct (each date of filing of the Company's annual report on Form 10-K shall be a “10-K Representation Date”); (iii) each time the Company files a Quarterly Report its quarterly reports on Form 10-Q under the Exchange Act; or (iv) each time the Company files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8‑K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), ; the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agents with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 G and the Manager shall furnish the Placement Agents with a certificate, in the form attached hereto as Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after H, promptly following any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. K Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agents with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller Placement Agents sell any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agents with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 G and the Manager shall provide the Placement Agents with a certificate, in the form attached hereto as Exhibit E-2H, each dated the date of the Placement Notice. For purposes hereof, “promptly” shall be deemed to be prior to the time the Company delivers a Placement Notice hereunder.

Appears in 1 contract

Samples: Equity Distribution Agreement (Ares Commercial Real Estate Corp)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act;, which the Company incorporates by reference into the Registration Statement and the Prospectus; or (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under which the Exchange Act)Company incorporates by reference into the Registration Statement and the Prospectus; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Ladenburg (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iviii) above and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), each of the Company Company, the Adviser and the Administrator shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than D within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. hereunder. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or Ladenburg sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Adviser and the Administrator shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Oxford Square Capital Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales AgentXxxxxxx Xxxxx with a certificate, the Forward Seller and the Forward Purchaser with two certificates, substantially in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report a semi-annual report or annual report on Form 10N-K CSR under the Exchange Investment Company Act;; or (iii) files a Quarterly Report quarterly report on Form 10N-Q under the Exchange Investment Company Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Ladenburg (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iviii) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), each of the Company and the Adviser shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10N-K. CSR. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Ladenburg sells any SharesPlacement Securities, each of the Company and the Adviser shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Herzfeld Caribbean Basin Fund Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesShares (except as provided in the clauses below); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(l) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 F, as soon promptly as practicable possible and in no event later than three (3) Trading Days after following any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. ). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section 7(l), then before the Sales Company delivers the Placement Notice or Agent or the Forward Seller sells any Shares, the Company shall provide Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatescertificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2F, each dated the date of the Placement Noticesuch certificate is delivered. The date any such certificate is delivered is referred to herein as a “Bring-Down Date.

Appears in 1 contract

Samples: Equity Distribution Agreement (Equity One, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1i) each time the Company: (iA) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not relating to the Placement Securities (other than (i) by means an amendment or supplement that is filed solely to report sales of the Securities pursuant to this Agreement, (ii) in connection with the filing of any Current Reports on Form 8-K (other than any Current Reports on Form 8-K which contain capsule financial information, financial statements, supporting schedules or other financial data) or the incorporation of other documents by reference into the Registration Statement or the Prospectus except as set forth in clauses (B) and (C) below, or (iii) by a prospectus supplement relating solely to the Sharesoffering of other securities, including, without limitation, other shares of Common Stock and any debt securities of the Company); (iiB) the Company files an Annual Report annual report on Form 10-K under the Exchange Act, or an amendment thereto containing financial information; (iiiC) the Company files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; orand (ivD) files an Earnings 8-K or each time Securities are delivered to Placement Agent as principal on a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act)Settlement Date; and (2ii) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Placement Agent (each such date of filing of one or more of the documents referred to in clauses (1)(ii)(A) through and (ivD) above and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), each of the Company Company, the Adviser and the Administrator shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and D-1 or Exhibit E-2 D-2, as soon as practicable and in no event later than applicable, within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or Placement Agent sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Adviser and the Administrator shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Placement Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and D-1 or Exhibit E-2D-2, each as applicable, dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (GOLUB CAPITAL BDC, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Xxxxxxx Xxxxx as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificates, in the forms attached hereto as Exhibit E-1 E and Exhibit E-2 F as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o7(o) shall be deemed waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver requirement shall not apply be deemed waived for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificates, substantially in the forms attached hereto as Exhibit E-1 E and Exhibit E-2F, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Pebblebrook Hotel Trust)

Representation Dates; Certificates. On or prior to the date that the first Shares Notes are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report all annual report on Form 10Form10-K under the Exchange Act;; or (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Ladenburg (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. hereunder. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Ladenburg sells any SharesPlacement Securities, each of the Company and the Adviser shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Ladenburg with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Debt Distribution Agreement (Saratoga Investment Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), each of the Company Company, the Operating Partnership and the Advisor, shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2 D-2 as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2D-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (NexPoint Real Estate Finance, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o8(p) shall be a “Representation Date”), each of the Company Company, the Advisor and BDC Partners shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o8(p) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o8(p), then before the Company delivers the Placement Notice or Xxxxx Fargo sells any Placement Securities, each of the Sales Agent or the Forward Seller sell any SharesCompany, the Company Advisor and BDC Partners shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (TICC Capital Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of execution of this Agreement and: (1i) upon recommencement of the offering of the Securities under this Agreement following the temporary suspension of sales hereunder; (ii) each time the Company: (i) Company files the a Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not supplement, other than (A) by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities, which shall be subject to the provisions of subclauses (iii) through (v) below, or (B) a prospectus supplement filed pursuant to Rule 424(b) under the 1933 Act relating solely to an offering of securities (including, without limitation, Common Stock) other than the Securities pursuant to this Agreement or the Alternative Agreement; (iiiii) each time the Company files an Annual Report annual report on Form 10-K under the Exchange Act1934 Act (each date of filing of the Company’s annual report on Form 10-K shall be a “10-K Representation Date”); (iiiiv) each time the Company files a Quarterly Report its quarterly reports on Form 10-Q under the Exchange 1934 Act; or (ivv) each time the Company files an Earnings 8-K or a Current Report current report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standard No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser 1934 Act (each such recommencement filing or other date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(ov) shall be a “Representation Date”), ; the Company and the Manager shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificates, in the forms attached hereto as Exhibit E-1 Exhibits G-1 and Exhibit E-2 as soon as practicable and in no event later than G-2, respectively, within three (3) Trading Days after of any Representation Date. No new or revised Placement Notice shall be delivered until the certificates and other deliverables in Sections 8(p) through (s), as may be required with respect to a Representation Date, shall have been delivered and such deliverables shall all be delivered and dated the same day. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter date shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (AG Mortgage Investment Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Act (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), each of the Company Company, the general partner of the Operating Partnership and the Advisor, shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2 D-2 as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2D-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (NexPoint Real Estate Finance, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Cantor as principal on a Settlement Date and, unless waived by Cantor: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act0000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Cantor (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Cantor a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Cantor with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Cantor sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Cantor with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to MLV as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange ActAct or any amendment thereto; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; orAct or any amendment thereto; (iv) files an Earnings 8-K or any amendment thereto; or (v) files a Current Report report on Form 8-K containing amended financial information information, capsule financial information, financial statements, supporting schedules or other financial data (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Accounting Standards Codification, 205-20 and 360 unless any such Form 8-K relating to the reclassification of certain properties as discontinued operations is deemed to be material by MLV) under the Exchange Act)Act or any amendment thereto; and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser MLV (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of reasonable request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser MLV with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 C, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Treasurer and Exhibit E-2 as soon as practicable the Company’s Chief Operating Officer, General Counsel, Chief Accounting Officer or Chief Administrative Officer, promptly and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier earliest to occur of (i) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date), (ii) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Securities, and (iii) the date on which the Company files an Annual Report on Form 10-K. K under the Exchange Act, or any amendment thereto. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when that occurred during the Company relied period in which such waiver was in effect and the Company, in reliance on such waiver and waiver, did not provide the Sales Agent, the Forward Seller and the Forward Purchaser MLV with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell MLV sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser MLV with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2C, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Aimco Properties Lp)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxx Fargo (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxx Fargo sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxx Fargo with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to MLV as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Securities) the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares;Securities (except as set forth in clauses (ii) through (v) of this Section 7(n)), (ii) files an Annual Report on Form 10-K under the Exchange Act;1934 Act or any amendment thereto (each such date of filing is referred to herein as a “10-K Representation Date”), (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or1934 Act or any amendment thereto, (iv) files an Earnings 8-K or any amendment thereto, or (v) files a Current Report report on Form 8-K containing amended financial information information, capsule financial information, financial statements, supporting schedules or other financial data under the 1934 Act or any amendment thereto (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K under or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the Exchange Act); and (2reclassification of certain properties as discontinued operations in accordance with Accounting Standards Codification, 205-20 and 360 unless any such Form 8-K relating to the reclassification of certain properties as discontinued operations is deemed to be material by MLV) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (ivv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser MLV with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 C, executed by the Company’s Chief Executive Officer and Exhibit E-2 as soon as practicable the Company’s Chief Financial Officer, promptly and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier earliest to occur of (x) the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and (y) the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date date on which the Company files its Annual Report on Form 10the Prospectus relating to the Securities or amends or supplements the Registration Statement or the Prospectus relating to the Securities by means of a post-K. effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Securities. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when that occurred during the Company relied period in which such waiver was in effect and the Company, in reliance on such waiver and waiver, did not provide the Sales Agent, the Forward Seller and the Forward Purchaser MLV with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell MLV sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser MLV with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2C, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: At the Market Issuance Sales Agreement (Cedar Realty Trust, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), each of the Company Company, for itself and in its capacity as the sole member of the General Partner, and the Adviser, shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached as Exhibits D-1 and D-2 hereto as Exhibit E-1 and Exhibit E-2 promptly as soon as practicable possible and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Manager sells any SharesSecurities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificates, in the forms form attached hereto as Exhibit E-1 Exhibits D-1 and Exhibit E-2D-2 hereto, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Alpine Income Property Trust, Inc.)

Representation Dates; Certificates. On the date of this Agreement and on or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: or any Confirmation or Terms Agreement and (1A) each time the Company: Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than a prospectus supplement filed in accordance with Section 7(m) of this Agreement) by means of a post-effective amendment, sticker, sticker or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; ; (ii) files an Annual Report on Form 10-K under the Exchange Act; ; (iii) files a its Quarterly Report Reports on Form 10-Q under the Exchange Act; or or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcementearnings release, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K, and other than a report on Form 8-K containing financial information of a tenant of the Company or its subsidiaries) under the Exchange Act); and Act and (2B) at any other time upon a Suspension Rescission Date and as reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) above and any time of request pursuant Suspension Rescission Date referred to this Section 8(oin clause (B) shall be a “Representation Date”), ; the Company shall furnish the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than 7(n) within three (3) Trading Days after of any Representation DateDate if requested by any Agent, Forward Purchaser or its counsel. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be is hereby waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pendingpending or at which no Confirmation or Terms Agreement is outstanding, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder or enters into a Confirmation or Terms Agreement (which which, in each case for such calendar quarter quarter, shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which referred to in clause (A)(i) and (ii) of this Section 7(n); provided further, however, that the obligation of the Company files its Annual Report on Form 10-K. under this Section 7(n) shall be deferred during any Suspension Period and shall recommence upon any Suspension Rescission Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice, executes a Terms Agreement or Confirmation Notice or the Sales any Agent sells any Shares (whether as Placement Shares (including Forward Hedge Shares sold pursuant to a Confirmation) or the Forward Seller sell any SharesShares sold pursuant to a Terms Agreement), the Company shall provide the Sales Agent, the Agents and Forward Seller and the Forward Purchaser Purchasers with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-27(n), each dated the date of the Placement such Notice, Confirmation or Terms Agreement.

Appears in 1 contract

Samples: Equity Distribution Agreement (NETSTREIT Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) Agreement, each time Securities are delivered to the Manager as principal on a Settlement Date and each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, Announcement or to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, Manager with the Forward Seller and the Forward Purchaser with two certificatescertificate, in the forms form attached as Exhibit E hereto as Exhibit E-1 and Exhibit E-2 promptly as soon as practicable possible and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Table of Contents Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with a certificate certificates under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent Manager sells any Securities, or the Forward Seller sell enters into any SharesTerms Agreement with any Manager or Managers, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Manager with two certificatescertificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E hereto, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (CTO Realty Growth, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to an Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities (except as set forth in clauses (ii) through (v) below); (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files (as opposed to furnishes) an Earnings 8-K or K; or (v) files a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to information furnishfurnishedinformation pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales an Agent, including, without limitation, the Forward Seller or the Forward Purchaser amendment of any document referred to in clauses (1)(ii) through (v) above (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (ivv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than D, executed by the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, within three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales an Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser an Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2D, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Apple Hospitality REIT, Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser SunTrust (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser SunTrust with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser SunTrust with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell SunTrust sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser SunTrust with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Equity Lifestyle Properties Inc)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to Stifel as principal on a Settlement Date and, unless waived by Stifel: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report on Form 10-K under the Exchange 1934 Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange 1934 Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act0000 Xxx); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Stifel (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificatesto Stifel a certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates the certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Stifel with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Stifel sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Stifel with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Farmland Partners Inc.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement Agreement, each time Securities are delivered to the Sales Agent as principal on a Settlement Date and: (1) each time the Company: (i) files the Prospectus relating to the Shares Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesSecurities; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassifications of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agent (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(n) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 E as soon promptly as practicable possible and in no event later than three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(n) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with a certificate under this Section 8(o7(n), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell sells any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agent with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Gramercy Property Trust Inc.)

Representation Dates; Certificates. On or prior to During the date that the first Shares are sold pursuant to the terms term of this Agreement and: (1) Agreement, each time the Company: Company (i) files the Prospectus Prospectuses relating to the Shares or amends or supplements the Registration Statement or the Prospectus Prospectuses relating to the Shares by means of a post-effective amendment, sticker, amendment or supplement but not by means of incorporation of documents document(s) by reference into to the Registration Statement or the Prospectus Prospectuses relating to the Shares; ; (ii) files or amends an Annual Report annual information form or an annual report on Form 20-F, Form 40-F or Form 10-K under the Exchange Act; K; (iii) files a Quarterly Report or amends interim financial statements on Form 106-Q under the Exchange ActK; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended amends annual or interim financial information (other than an Earnings Announcement, to “furnish” information statements pursuant to Item 2.02 Canadian Securities Laws; or 7.01 of Form 8-K under the Exchange Act); and (2v) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Agents (each such date of filing of one or more of the documents referred to in clauses (1)(ii) through (iv) and any time of request pursuant to this Section 8(o(v) above shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser Agents with two certificates, in the forms attached hereto as Exhibit E-1 included in Section 4(d), upon execution of this Agreement and Exhibit E-2 as soon as practicable and in no event later than within three (3) Trading Days after any each Representation Date. The requirement to provide two certificates under this Section 8(o3(o) shall be waived for any Representation Date occurring at a time at which no Placement Agency Transaction Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Transaction Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. . Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Agents with a certificate under this Section 8(o), 3(o) then before the Company delivers the Placement Agency Transaction Notice or the Sales Agent or the Forward Seller Agents sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Agents with two certificatessuch certificate, in the forms attached hereto corresponding form, as Exhibit E-1 and Exhibit E-2described in Section 4(d), each dated the date of the Placement Agency Transaction Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Profound Medical Corp.)

Representation Dates; Certificates. On or prior to the date that the first Shares Securities are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Shares Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the SharesPlacement Securities; (ii) files an Annual Report annual report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report quarterly report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item Items 2.02 or 7.01 of Form 8-K K) under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser Xxxxxxx Xxxxx (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o7(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser xxxxxxx Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than E within three (3) Trading Days after of any Representation Date. The requirement to provide two certificates a certificate under this Section 8(o7(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with a certificate under this Section 8(o7(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell Xxxxxxx Xxxxx xxxxx any SharesPlacement Securities, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser Xxxxxxx Xxxxx with two certificatesa certificate, in the forms form attached hereto as Exhibit E-1 and Exhibit E-2E, each dated the date of the Placement Notice.

Appears in 1 contract

Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership)

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